Common use of Put Right Clause in Contracts

Put Right. (a) Upon the occurrence of a Put Event, the KO Shareholders shall have the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a) Upon a “Prohibited Transfer”), or if the occurrence Proposed Transferee of Available Shares desires to purchase a Put Eventclass, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the KO Shareholders shall have Proposed Transferee is unwilling to purchase any securities from the right Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put RightNotice”) within ten (10) days after the later of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require the Majority Shareholders such Proposed Transferee to purchase allfrom such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for any and all fees and expenses, including, but not less than alllimited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of the shares of Andina stock owned by them such Co-Sale Participant’s Co-Sale Right pursuant to Sections 3.4(a) through (except as provided f), inclusive, or in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes exercise of its rights under this Section 5.1, the Shareholders agree that the shares of Andina stock subject 3.4(g) with respect to the Put Right Shares. (ii) The Put Shares to be sold to the Proposed Transferee shall include only be of the same class or type as Transferred in the Prohibited Transfer if such Co-Sale Participant then owns securities of such class or type. If such Co-Sale Participant does not own any of such class or type, the Put Shares currently owned by the KO Shareholders and any additional shall be shares of Andina capital stock acquired by Common Stock (or Preferred Stock convertible into Common Stock at the KO Shareholders through option of the exercise holder thereof). (iii) The closing of their preemptive rights. The KO Shareholders shall give written notice such sale to the Majority Shareholders of their intention to exercise their Put Right Transferring Holder will occur within 15 ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the first meeting of Co-Sale Participant shall deliver to the KO Board of Directors which is held at least 30 days after Transferring Holder the date upon which the KO Shareholders receive written notice of the determination of certificate or certificates representing the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price Shares to be determined as follows: (i) If the shares sold, each certificate to be purchased by properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one handaggregate purchase price therefor, and the KO Shareholdersamount of reimbursable fees and expenses, on the other hand, shall each choose an internationally recognized investment banking firm with experience as specified in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 3.4(g)(i). (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. 5.1. If the Executive’s employment with the Company is terminated (ai) Upon by the occurrence Company other than for Cause (which shall include a Company non-renewal of a Put Eventthis Agreement in accordance with Section 1 hereof; provided, that, the KO Shareholders Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right (a “Put Right”) to require the Majority Shareholders sell to purchase all, but not less than all, Parent all of the shares of Andina stock owned Rollover Stock (as defined below) then held by them (except as provided in the next sentence) Executive at the Put Price (calculated on a per share basis) price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as determined in Section 5.1(bdefined below). 5.2. For purposes of this If the Executive intends to exercise his rights pursuant to Section 5.1, the Shareholders agree that Executive shall have a period of two hundred and ten (210) days following such termination of the shares of Andina stock subject Executive’s employment to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give send written notice to the Majority Shareholders Parent of their his intention to exercise their Put Right within 15 days after his rights pursuant to Section 5.1, which notice shall indicate the date amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the first meeting purchases pursuant to the foregoing shall take place at the principal office of Parent by the KO Board latest of Directors which is held at least 30 days after (A) the date upon which two hundred and tenth (210th) day following the KO Shareholders receive written notice Executive’s termination of employment, (B) the tenth (10th) day following the determination of Fair Market Value as provided in Annex A to the Put Price Stockholders’ Agreement (as defined below) or (C) thirty (30) days following the Executive’s delivery of a Redemption Notice; provided, that the deadline for payment by the Company pursuant to this Section 5.1(b)5 may be extended as required from time to time by the Company’s debt financing arrangements (as determined in the sole discretion of the Board) or if the Executive has failed to comply with Section 5.3. The price, if any, payable as described in this Section 5 shall be paid by delivery to the Executive of a certified bank check or checks in the full amount payable to the order of the Executive against delivery of certificates or other instruments representing the Rollover Stock so purchased, appropriately endorsed or executed by the Executive or the Executive’s authorized representative. The Parent may choose to have a designee purchase any Rollover Stock elected by it to be purchased hereunder. All references to the Parent in this Section 5 shall refer to such designee as the context requires. (b) Upon 5.3. Any payment to the occurrence Executive pursuant to this Section 5 shall be conditioned on his signing the Non-Competition Agreement attached hereto as Exhibit B. 5.4. All capitalized terms used in this Section 5 that are not otherwise defined in this Employment Agreement shall have the meaning set forth in the Stockholders’ Agreement dated as of a Put EventJune 1, at the request of the KO Shareholders2011, by and among B-Corp Holdings, Inc., the parties Existing Owner Group (as defined in the Stockholders’ Agreement) and the Management Stockholders thereto (the “Stockholders’ Agreement”). The term “Rollover Stock” shall cause the Put Price to be determined as follows: mean (i) If Common Stock (as defined in the shares Stockholders’ Agreement) acquired pursuant to be purchased by the Majority Shareholders exercise of an Option or (ii) a share of Common Stock, in each case contributed pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedContribution Agreement. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon Without prejudice to any other rights and remedies available to any Investor, in the occurrence event of a Put EventProhibited Transfer, the KO Shareholders each Investor shall have the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject sell to the Put Right shall include only Selling Shareholder the type and number of Ordinary Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice equal to the Majority Shareholders number of their intention Shares such Investor would have been entitled to exercise their Put Right within 15 days after transfer to the date of purchaser under Section 5.1 hereof had the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price Prohibited Transfer been effected pursuant to Section 5.1(b). (b) Upon and in compliance with the occurrence of a Put Event, at terms hereof. Such sale shall be made on the request of the KO Shareholders, the parties shall cause the Put Price to be determined as followsfollowing terms and conditions: (i) If The price per share at which the shares Shares are to be purchased sold to the Selling Shareholder shall be equal to the price per share paid by the Majority Shareholders purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the Put Right are shares of Series A Stock, exercise or the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration attempted exercise of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained Investor’s rights under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5. (ii) If Each Investor shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Investor (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the Investor. (iii) The Selling Shareholder shall, promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(s) exercising the option created hereby, pay to each such Investor the aggregate purchase price for the Shares to be purchase sold by such Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Investor. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Majority Shareholders pursuant Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Put Right are shares Transfer Shares in violation of Series B Stock, the Put Price Section 4 or 5 or 10.1 hereof shall be void, and the Market Value Company undertakes it will not affect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of Majority Series A-1 Preferred Shareholders, Majority Series A-2 Preferred Shareholders, Majority Series B StockPreferred Shareholders (which shall include Apoletto), and Majority Series C Preferred Shareholders. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. In the event of an Illiquid Exit Transaction, notwithstanding the foregoing and the provisions of Section 4(b) above, at the signed written request of the Holder, before the consummation of such Illiquid Exit Transaction to the Company, or, after the consummation of such Illiquid Exit Transaction to the Successor Entity or to the Parent Entity of the Successor Entity (a) Upon as the occurrence of a Put Eventcase may be, the KO Shareholders shall have “IET Buyer”), that the right Warrant be purchased under this Section 4(b) (a the “Put RightNotice”), such Put Notice to be delivered or not in the sole discretion of the Holder at any time during the Put Notice Period, the Company or, after the consummation of such Illiquid Exit Transaction, the IET Buyer (as the case may be, the “Put Purchaser”) to require shall purchase this Warrant from the Majority Shareholders to purchase all, but not less than all, Holder upon the Put Closing Date for a cash payment in the amount of the shares Put Price. The “Put Notice Period” shall begin on the earliest to occur of Andina stock owned (i) the public disclosure or notice to the Holder from the Company of any Illiquid Exit Transaction or (ii) the Holder first becoming aware of any Illiquid Exit Transaction, and shall end on the date that is ninety (90) days after the earliest to occur of (A) public disclosure of the consummation of such Illiquid Exit Transaction by them the Company pursuant to a Current Report on Form 8-K filed with the SEC or (except as provided in B) notice to the next sentenceHolder from the Put Purchaser that such Illiquid Exit Transaction has been consummated. If applicable, at its own election or the written election of the Holder, the Put Purchaser shall use commercially reasonable efforts to engage, at the expense of the Put Purchaser within the later of two (2) at Business Days after receipt such election or within five (5) Business Days after receipt of the Put Notice if the Holder and the Put Purchaser have not agreed upon the Put Price within three (calculated on a per share basis3) as determined in Section 5.1(b). For purposes of this Section 5.1Business Days, the Shareholders agree that Appraiser to determine the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rightsAppraised Value. The KO Shareholders “Put Closing Date” shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after occur only if such Illiquid Exit Transaction is consummated, and shall occur on the date of the first meeting consummation of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders Illiquid Exit Transaction or, if the KO Shareholders and Put Notice is received after the Majority Shareholders are unable to agree consummation of such Illiquid Exit Transaction, shall occur on a date selected by the IET Buyer within thirty (30) days after the request by the KO Shareholders for the determination of receipt of the Put PriceNotice by the IET Buyer; provided that if the Put Price has not been determined before the Put Closing Date, the Majority Shareholders, Put Closing Date shall be on a date that is selected by the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis IET Buyer that is within three (3) Business Days of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its such determination of the Put Price. If such two firms do not agree on Promptly after the delivery of the Put Price and following such determination the KO Shareholders Notice, Holder and the Majority Shareholders continue to be unable Put Purchaser will attempt in good faith to agree upon the Put Price. The “Put Price” shall be the amount agreed by Holder and the Put Purchaser, or at the election of either Holder or the Put Purchaser shall be the Appraised Value; provided that if the Holder so notifies the Put Purchaser in the Put Notice the Put Price shall, notwithstanding anything in the contrary in this definition, be an amount equal to the “Net Number” (as defined in Section 1(e)) multiplied by the number “B” (as determined in accordance such Section 1(e)). “Appraised Value” means an amount in U.S. Dollars equal the value determined by the Appraiser, as of the date of the consummation of the Illiquid Exit Transaction, of the proceeds of the Illiquid Exit Transaction that would have been received by the Holder had the Holder immediately prior to the consummation of such Illiquid Exit Transaction had exercised this Warrant in full pursuant to a Cashless Exercise and received the proceeds from the consummation of such Illiquid Exit Transaction attributable to the Common Stock that would have been received upon such Cashless Exercise. “Appraiser” shall mean Valuation Research Corporation (“VRC”) or if VRC is unavailable, Duff & Pxxxxx (“Dxxx”) or if Duff is unavailable such other appraiser of similar standing that is selected by Holder and reasonably acceptable to the Company. The Put Purchaser shall instruct the Appraiser to determine the Appraised Value within ten days (10) Business Days after the Appraiser receives the submissions of the Holder and the Put Purchaser, solely on the basis of the submissions of the Holder and the Put Purchaser (the “Appraisal Parties”) and, subject to clause (y) below, not on the basis of an independent review; the Put Purchaser shall instruct the Appraiser: (x) to assign a value as to any particular asset, liability or other item relevant to its determination no higher than the highest value asserted by either of the Appraisal Parties and no lower than the lowest value asserted by either of the Appraisal Parties, (y) to draw inferences and make conclusions in its own discretion based on the submissions of the Appraisal Parties but in the event that at least one Appraisal Party has failed to address a necessary item or factor required for the Appraiser’s determination to use such information from a source other than the expiration submissions of the Appraisal Parties as the Appraiser deems appropriate to expeditiously complete its determination, and (z) in the event the consideration paid or to be paid in the Illiquid Exit Transaction is subject to escrow for indemnity relating to representations, warranties or non-compliance with covenants under the documents governing such 60-day termIlliquid Exit Transaction, to deem the two firms consideration as received for the purposes of determining the Appraised Value, but in the event the consideration to be paid is subject to an earn out or future contingency, to determine that the Put Price may be paid in installments once such earn out or future contingency is determined in accordance with one or more installments based on an aggregate Appraised Value apportioned among such installments. The Put Purchaser and the Holder shall make their submissions within ten (10) Business Days of the engagement of the Appraiser, but the Appraiser shall, in its sole discretion be permitted to consider late submissions to the extent the Appraiser determines that the late submission was delayed for good faithreason and the late submission would materially affect its determination. In the event that there is a dispute regarding any matter that has been agreed to be resolved pursuant to Section 13, select a third investment banking firmthe Put Purchaser shall instruct the Appraiser to delay commencement of work until such dispute has been resolved in accordance with Section 13, which third firm and the Appraiser shall be an internationally recognized firm with experience in consider as conclusive the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the investment bank or accounting firm made under Section 13 with respect to such matter. In the event that either the Put Price, which determination shall be final and binding Purchaser or the Holder assert to the parties. The cost Appraiser that the consideration to be received pursuant to the consummation of such investment banking firm(sIlliquid Exit Transaction cannot be determined because the provisions governing such consideration (the “Proceeds Provisions”) are under negotiation or are otherwise not final, the Put Purchaser and the Holder shall nevertheless make their submissions, but will be borne equally by the KO Shareholders, on the one handpermitted to make supplemental submissions within five (5) Business Days of learning that such Proceeds Provisions have become final, and the Majority Shareholders, on the otherAppraiser will not deliver its report until it has reviewed such final Proceeds Provisions and any timely submissions regarding such final Proceeds Provisions. The KO Shareholders and Put Purchaser shall instruct the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination Appraiser to deliver a written report determining the Appraised Value together with a reasonably detailed written summary of the Put Pricereasons supporting such determination. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination The Appraised Value shall be final and binding on the partiesHolder and the Put Purchaser in the absence of fraud or manifest error. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to Upon payment of the Put Price to the parties within thirty days following Holder from any source (including without limitation out of any escrow established for the selection of such banker. The Put Price of the shares of Series A Stock Illiquid Exit Transaction), this Warrant shall be deemed cancelled, and the price that a holder Holder shall surrender the original of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant this Warrant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of Purchaser for cancellation or deliver a Lost Warrant Affidavit within three (3) Business Days after such shares of Series B Stockpayment. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon Without prejudice to any other rights and remedies available to any Investor, in the occurrence event of a Put EventProhibited Transfer, the KO Shareholders each Investor shall have the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject sell to the Put Right shall include only Selling Shareholder the type and number of Ordinary Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice equal to the Majority Shareholders number of their intention Shares such Investor would have been entitled to exercise their Put Right within 15 days after transfer to the date of purchaser under Section 5.1 hereof had the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price Prohibited Transfer been effected pursuant to Section 5.1(b). (b) Upon and in compliance with the occurrence of a Put Event, at terms hereof. Such sale shall be made on the request of the KO Shareholders, the parties shall cause the Put Price to be determined as followsfollowing terms and conditions: (i) If The price per share at which the shares Shares are to be purchased sold to the Selling Shareholder shall be equal to the price per share paid by the Majority Shareholders purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the Put Right are shares of Series A Stock, exercise or the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration attempted exercise of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained Investor’s rights under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5. (ii) If Each Investor shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Investor (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the Investor. (iii) The Selling Shareholder shall, promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(s) exercising the option created hereby, pay to the each such Investor the aggregate purchase price for the Shares to be purchase sold by such Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Investor. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Majority Shareholders pursuant Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Put Right are shares Transfer Shares in violation of Series B Stock, the Put Price Section 4 or 5 or 10.1 hereof shall be void, and the Market Value Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares of Series B Stock. (c) If without the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventseparate classes.

Put Right. (a) Upon Subject to paragraph (b) hereof, if there has not been a Successful Remarketing on or prior to the occurrence Final Remarketing Date, holders of a Put EventSenior Notes will, the KO Shareholders shall subject to this Section 8.05, have the right (a the “Put Right”) to require the Majority Shareholders Company to purchase allsuch Senior Notes on the Purchase Contract Settlement Date, at a price per Senior Note to be purchased equal to the principal amount of the applicable Senior Note, plus accrued and unpaid interest to, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1excluding, the Shareholders agree that Purchase Contract Settlement Date (the shares of Andina stock subject to the “Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(bPrice”). (b) Upon The Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the occurrence second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement, and such holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Put Event, at the request portion of the KO Shareholdersproceeds of the Put Right of the Senior Notes underlying such Applicable Ownership Interests in Senior Notes equal to the Purchase Price in full satisfaction of such holders’ obligations under the Purchase Contracts, the parties shall cause and any remaining amount of the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination following satisfaction of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If related Purchase Contracts will be paid to such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stockholder. (c) If The Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the KO Shareholders Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall for purposes deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of this Agreement consent in writing all Separate Senior Notes with respect to which a holder has exercised a Put EventRight. In exchange for any Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such prior written consent shall be deemed amount to be a waiver the holders of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventSeparate Senior Notes.

Put Right. If a Seller Transfers any Seller Shares in contravention of the Right of Co-Sale under this Agreement (a) Upon a “Prohibited Transfer”), or if the occurrence Proposed Transferee of Offered Shares desires to purchase a Put Eventclass, series or type of stock offered by Seller but not held by a Selling Investor, or the KO Shareholders shall have the right Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put RightNotice”) to within ten (10) days after the later of (i) the Co-Sale Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require the Majority Shareholders such Seller to purchase allfrom such Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock (subject to Section 5.2(b)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (a) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, including, but not less than alllimited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of the shares such Selling Investor’s Rights of Andina stock owned by them (except as provided Co-Sale pursuant to Section 4 or in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes exercise of its rights under this Section 5.1, the Shareholders agree that the shares of Andina stock subject 5 with respect to the Put Right Shares. (b) The Put Shares of Stock to be sold to Seller shall include only be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor then owns securities of such class or type. If such Selling Investor does not own any of such class or type, the Put Shares currently owned by the KO Shareholders and any additional shall be shares of Andina capital stock acquired by Common Stock (or Preferred Stock convertible into Common Stock at the KO Shareholders through option of the exercise holder thereof). (c) The closing of their preemptive rights. The KO Shareholders shall give written notice such sale to the Majority Shareholders of their intention to exercise their Put Right Seller will occur within 15 ten (10) days after the date of such Selling Investor’s Put Notice to such Seller. At such closing, the first meeting of Selling Investor shall deliver to Seller the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of certificate or certificates representing the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price Shares to be determined as follows: (i) If the shares sold, each certificate to be purchased by properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one handaggregate purchase price therefor, and the KO Shareholdersamount of reimbursable fees and expenses, on the other hand, shall each choose an internationally recognized investment banking firm with experience as specified in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5.2(a). (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon During the occurrence period, if any, beginning on (i) the earlier of a Put Event(A) the date that all of the Indebtedness (as defined in, and for the purposes hereof such term shall include, the KO Shareholders Subordinated Discount Note Due 2010 issued by the Company to CRL Holdings, Inc.) of the Company and its subsidiaries incurred on or prior to the Closing Date has been repaid in full (including any refinancings or replacements of such Indebtedness) or (B) the date that (1) all of the Indebtedness of the Company and its subsidiaries incurred on or prior to the Closing Date has been repaid in full, refinanced or replaced and (2) the documentation relating to all of the refinanced or replacement Indebtedness referred to in the preceding clause (A) permits the Put (as defined below) to be exercised, provided that in connection with any refinancing or replacement referred to in the preceding clause (A) the Company shall make a good faith effort to obtain such permission in the documentation thereof, and ending on (ii) the earliest of (X) the date of the Initial Public Offering, (Y) the date on which the LLC shall own less than 50% of the outstanding Common Stock, and (Z) twelve years from the Closing Date, CRL shall have the right to sell (a “Put Right”the "Put") to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock Common Stock owned by them it (except as provided in excluding any Common Stock acquired by it after the next sentenceClosing Date) at to the Put Price (calculated on a Company. The price per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, for the Shareholders agree that the shares of Andina stock subject Common Stock purchased pursuant to the Put Right shall include only be the Shares currently owned fair market value thereof as determined by an investment bank of nationally recognized standing selected by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders Board, which shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date not be an affiliate of the first meeting of LLC or the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)DLJ Entities. (b) Upon In the occurrence of a Put Eventevent that CRL proposes to exercise its rights under this section, at it shall provide the request of Company with written notice thereof (the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event."Section 6.04

Put Right. (ai) Upon If at any time the occurrence Company proposes to repurchase any Equity Securities of the Company, including pursuant to a Put Eventtender offer, exchange offer or other offer or proposal that would cause the KO Shareholders shall have the right Investor Ownership Percentage to be equal to or exceed 10% (after giving effect to such repurchase, tender offer, exchange offer, or other offer, proposal or action) (a “Put RightRight Trigger”) to require ), then the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right Company shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive provide Investor prior written notice of the determination of the such Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, Right Trigger at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant least 10 Business Days prior to the consummation of such Put Right are shares of Series A StockTrigger (the “Put Right Trigger Notice”), specifying in reasonable detail the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration scope of such 60-day termPut Right Trigger, including the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final price and binding to the parties. The cost other terms and conditions of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedRight Trigger. (ii) If Investor may elect to sell to the Shares Company that number of shares of Preferred Stock or Common Stock as may be necessary to cause the Investor Ownership Percentage to be purchase less than 10% (after giving effect to such Put Right Trigger) (the “Put Shares”) by the Majority Shareholders pursuant delivery of a written notice at least 5 Business Days prior to the consummation of such Put Right Trigger (a “Put Right Exercise Notice”), and, upon delivery thereof, the Company shall be obligated to purchase from Investor or its Affiliates, as applicable, the Put Shares at a price per share equal to (i) if the Put Shares are shares of Series B Preferred Stock, the Put Price shall be greater of (x) the Market Value Liquidation Preference (as defined in the Certificate of Designations) of such shares of Series B Preferred Stock and (y) the aggregate amount that would be payable in connection with such Put Right Trigger in respect of all shares of Common Stock issuable upon conversion of such share of Preferred Stock, and (ii) if the Put Shares are Common Stock, the per share price payable in respect of a share of Common Stock in connection with such Put Right Trigger. Upon delivery of a Put Right Exercise Notice, Investor and the Company shall use reasonable best efforts to cooperate and determine the number of Put Shares to be sold as a result of Investor’s exercise of its put rights under this Section 7(b)(ii). (ciii) If Investor elects to exercise its put rights under Section 7(b)(ii), the KO Shareholders shall for purposes purchase and sale of this Agreement consent in writing to a the Put Event, such prior written consent Shares shall be deemed to be a waiver consummated substantially concurrently with the consummation of their the applicable Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventTrigger.

Put Right. The Preferred Members have a put right, on the terms and conditions set forth in this Section 7.01 (a) Upon the occurrence “Put Right”), to cause the Company to redeem, from time to time, all or any portion of a the Preferred Units then held by the Preferred Members. To exercise the Put EventRight, the KO Shareholders Requisite Preferred Holders, on behalf of the Preferred Members, shall have notify the right Company and Xspand, in writing (a “Put RightNotice”), that the Preferred Members are electing to sell to the Company that number of Preferred Units specified in such Put Notice for the Put Price. The Company shall be required to consummate the purchase of the Preferred Units specified in such Put Notice for the Put Price. The closing of any purchase and sale of the Preferred Units specified in such Put Notice shall take place at the principal office of the Company (or such other location agreed to by the Company and the Requisite Preferred Holders) to require on a date determined by the Majority Shareholders to purchase allCompany, but not less in any event no later than allten (10) days following receipt of such Put Notice. At such closing, of the shares of Andina stock owned by them (except as provided in Company shall deliver to the next sentence) at Preferred Members the Put Price (calculated which shall be allocated to the Preferred Members on a per share basispro rata basis based on the number of Preferred Units being redeemed from each Preferred Member) as determined either (y) in Section 5.1(b). For purposes cash by wire transfer of this Section 5.1, immediately available funds to accounts designated by the Shareholders agree that Preferred Members or (z) through the shares of Andina stock subject issuance and delivery to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence Preferred Members of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder number of shares of Series A Xspand Common Stock would receive upon equal to the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as Applicable Percentage of the date Fixed Share Amount with respect to such Put Notice. For the avoidance of doubt, the Requisite Preferred Holders may deliver multiple Put Notices from time to time until such time as all of the request by Preferred Units have been redeemed from the KO Shareholders that the Put Price be determinedPreferred Members. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon Subject to the occurrence terms and conditions of a Put Eventthis Section 5 and Section 6 below, at any time on and after August 6, 2013 until and including September 5, 2013, the KO Shareholders Holder shall have the right to sell up to one hundred percent (a 100%) of the Warrant to the Company, and if the Holder exercises such right, the Company shall be required to purchase the Warrant, or such portion thereof, as the case may be, from the Holder for the Put Price. (b) The “Put Right”Price” is equal to the product of (i) the number of shares of Common Stock underlying the Warrant or the portion thereof being purchased pursuant to require this Section 5, and (ii) the Majority Shareholders to purchase all, but not less than all, difference between the Put Fair Value (as defined below) on the date of the shares Put Notice (as defined below) and the Exercise Price on the date of Andina stock owned by them (except as the Put Notice; provided that notwithstanding the foregoing, in the next sentence) at no event shall the Put Price be less than zero (calculated on a 0). So long as the ESOP is in existence, the “Put Fair Value” shall equal the per share basis) value of the Common Stock as determined set forth in Section 5.1(b)the then most recent appraisal performed by an independent appraiser at the Company’s request in connection with the ESOP. For purposes As of this Section 5.1any such date on which Holder exercise its put right on which the ESOP is no longer in existence, the Shareholders agree that “Put Fair Value” shall equal the shares Fair Value of Andina stock subject the Common Stock. Notwithstanding the foregoing, whether or not the ESOP is in existence, if clauses (a), (b) or (c) of the definition of Current Market Price are applicable to the Common Stock but no Qualified Public Offering has occurred, then the Put Right Fair Value shall include only be the Shares currently owned by Current Market Price of the KO Shareholders and any additional shares Common Stock on the date of Andina capital stock acquired by the KO Shareholders through Put Notice. (c) Ninety (90) days prior to exercising its put right under Section 5(a), the exercise of their preemptive rights. The KO Shareholders shall give Holder must deliver written notice to the Majority Shareholders of their intention Company (the “Put Notice”), in accordance with Section 15. The Put Notice shall be deemed to be given and served on the date that the Company receives the Put Notice. The date that the Holder intends to exercise their its put right shall be hereinafter referred to as the “Put Right Exercise Date”. (d) Payment of the Put Price shall be made in cash in immediately available funds within 15 ninety (90) days after the date of the first meeting of Put Exercise Date (the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the “Put Price pursuant to Section 5.1(bEffective Date”), except as provided in Sections 5(f), 6(j)(i)(2) or 7(i)(i)(2). (be) Upon If the occurrence Company has received an Exercise Notice from the Holder prior to receipt of a Put EventNotice from the Holder, at then the request Holder shall not be entitled to exercise its put right pursuant to Section 5(a) herein with respect to such portion of the KO Shareholders, Warrant that is the parties shall cause subject of the Put Price to be determined as follows:aforementioned Exercise Notice. (if) If the shares Trust has sent a Drag-Along Notice to be purchased the Holder in accordance with Section 6(a) herein in connection with a transaction that has not been consummated or terminated prior to delivery by the Majority Shareholders Holder of a Put Notice to the Company, then the Holder shall not be entitled to exercise its put right pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable Section 5(a) with respect to agree within thirty days after the request by the KO Shareholders for the determination any portion of the Put PriceWarrant that is the subject of such Drag-Along Notice, unless the Majority Shareholders, on transaction that is the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination subject of the Put Price. If such two firms do Drag-Along Notice is terminated or not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price consummated within ten sixty (60) days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by Drag-Along Notice; provided that notwithstanding the KO Shareholders foregoing the Holder shall be entitled to deliver a Put Notice to the Company (if permitted under Section 5(a) and if the Put Notice satisfies the requirements of Section 5(c)) prior to such termination or expiration of such sixty (60) day period which Put Notice shall (if permitted under Section 5(a) and if the Put Notice satisfies the requirements of Section 5(c)) be given full effect upon the occurrence of such termination or expiration, provided that the corresponding Put Price Effective Date shall be determineddelayed by adding the number of days that is equal to the number of days that have passed from the date of delivery to the Company of the Put Notice until the date of such termination or expiration, as appropriate, to the 90-day waiting period under Section 5(d). (iig) If The rights of the Shares to be purchase Holder under this Section 5 shall expire on the consummation by the Majority Shareholders pursuant to the Put Right are shares Company of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stocka Qualified Public Offering. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon If a Public Offering has not occurred by October 8, 2017, in the occurrence event any Target Investment is sold or repaid thereafter and prior to the earlier of an initial Public Offering and a Put Event, the KO Shareholders shall have the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, listing of the shares REIT Shares on a national securities exchange or automated quotation system, SteepRock may, at its sole option, require SR Mezz to repurchase Common Units from SteepRock having a Value equal to the product of Andina stock owned by them (except i) the proceeds from the sale of such Target Investments and (ii) the lesser of (x) 5% and (y) SteepRock’s Sharing Percentage (as provided defined in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(bLLC Agreement). (b) Upon Promptly following a sale or repayment of any Target Investment for which the occurrence right set forth in Section 4.01(a) applies, SR Mezz shall notify SteepRock in writing of a Put Eventsuch sale or repayment, at including the request amount of proceeds received by SR Mezz in respect thereof, the proposed use of such proceeds by SR Mezz, if known, and that SteepRock is entitled to exercise its right pursuant to Section 4.01(a) hereof. If SteepRock desires to exercise its right pursuant to Section 4.01(a) hereof, it shall give SR Mezz written notice of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: exercise of each such option no later than fifteen (i15) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination Business Days following receipt of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience notice from SR Mezz referred to in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Pricepreceding sentence. If Failure to provide such two firms do not agree on the Put Price and following notice during such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(sfifteen (15) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent Business Day period shall be deemed to be a waiver of their Put Right for purposes SteepRock’s right pursuant to Section 4.01(a) in respect of the transaction as applicable sale or repayment. (c) SteepRock covenants and agrees that all of the Common Units tendered for repurchase pursuant to which written consent has been given; providedthis Section 4.01 shall be delivered to SR Mezz free and clear of all liens, howeverclaims and encumbrances whatsoever and should any such liens, that claims or encumbrances exist or arise with respect to such written consent Common Units, SR Mezz shall not be deemed under any obligation to be repurchase such Common Units pursuant to this Section 4.01. SteepRock further agrees that, in the event any state or local property transfer tax is payable as a waiver result of their Put Right for purposes the transfer of any other transaction which might be deemed its Common Units to constitute SR Mezz, SR Mezz shall assume and pay such transfer tax. (d) The provisions of this Section 4.01 shall terminate upon the earliest to occur of (x) consummation of an initial Public Offering, (y) the listing of the REIT Shares on a Put Eventnational securities exchange or automated quotation system and (z) the termination of the Sub-Advisory Agreement.

Put Right. (a) Upon the occurrence of an Event of Default (as defined in the Note) either the Buyer or the Seller shall provide written notice to the other of the occurrence of such Event of Default, including any known details thereof to the other (a Put Event“Note Default Notice”). Within forty-five (45) days of (i) the receipt by the Seller of such Note Default, to the extent delivered by the Buyer or (ii) delivery by the Seller of such Note Default Notice (such period, the KO Shareholders “Escrow Shares Election Period”) the Seller shall have deliver a Default Notice (as defined in the right Escrow Agreement) to the Escrow Agent pursuant to which such number of Escrow Shares set forth in such Default Notice shall be transferred to the Seller; provided, however in no event shall the value of such Escrow Shares (based on the Closing Date Share Price) released to the Seller exceed the principal amount plus any accrued but unpaid interest then outstanding under the Note. Any Escrow Shares which are not released to the Seller pursuant to this Section 6.10(a) shall be delivered to the Buyer promptly following the expiration of the Escrow Shares Election Period. (b) Within forty-five (45) days of the receipt of such Escrow Shares from the Escrow Agent (the “Put Period”), the Seller shall provide written notice to the Buyer (the “Put Notice”) requiring the Buyer, to purchase all or part of the Escrow Shares held by the Seller pursuant Section 6.10(a), at a purchase price per share equal to the Closing Date Share Price (the “Put Right”) to require which Put Notice shall specify the Majority Shareholders to purchase all, but not less than all, number of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Escrow Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant Buyer (the “Put Shares”). If the Seller does not elect to exercise the Put Right are shares within the Put Period, then Put Right shall expire and be of Series A Stockno further force or effect. (c) Subject to Section 6.10(d), within five (5) Business Days of the Buyer’s receipt of any Put Notice, the Put Price for such shares Buyer shall be mutually agreed upon deliver to the Seller by wire transfer of immediately available funds to an account designated by the KO Shareholders and Seller, an amount (the Majority Shareholders or“Put Price”) equal to the product of (x) the Closing Date Share Price multiplied by (y) the number of Put Shares, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request against simultaneous delivery by the KO Shareholders for Buyer to the determination Seller of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue Shares. (d) The Buyer’s obligation to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to pay the Put Price to the parties within thirty days Seller following the selection of such banker. The Seller’s election to exercise the Put Price of the shares of Series A Stock Right pursuant to this Section 6.10 shall be tolled solely to the price extent that a holder the payment of shares any portion of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedby the Buyer (i) is not permitted under the Subordination Agreement, as in effect on the date hereof or (ii) would render the Buyer insolvent under applicable Law. In the event that the Buyer’s obligation to pay any portion the Put Price to the Seller is so tolled, the Buyer shall provide written notice thereof to the Seller prior to the expiration of the Put Period, and within three (3) Business Days following the date on which the conditions giving rise to the tolling of the payment of any portion of the Put Price to the Seller are no longer in effect, the Buyer shall provide notice thereof to the Seller, and the Buyer shall then have five (5) Business Days to pay such portion the Put Price to the Seller against delivery of the Put Shares in the manner specified in Section 6.10(c). In the event the Buyer’s obligation to pay the Put Price is tolled pursuant to this Section 6.10(d), then any unpaid portion of the Put Price payable to the Seller shall accrue interest at a rate of 10% per annum. (iie) If The Buyer acknowledges and agrees that any transaction between the Shares to be purchase by Buyer and the Majority Shareholders Seller pursuant to the Put Right are shares of Series B Stockthis Section 6.10 is a non-market transaction and as such, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes any policies of the transaction as Buyer relating to which written consent has been given; provided, however, that such written consent the sale by its Affiliates of its securities shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventapply.

Put Right. (a) Upon From and after the occurrence date that is the first anniversary of a Put Eventthe Closing Date (the “Redemption Date”), the KO Shareholders Sellers’ Representative shall have the right (a the “SR Put Right”) to require Parent to pay to the Majority Shareholders Sellers’ Representative (for distribution to purchase allthe Sellers (and to the extent applicable, but not less than all, management of the Company pursuant to the Management Bonus Plan) in accordance with the methodology set forth on Exhibit C), in respect of any or all of the Stock Consideration (except those shares of Andina stock owned by them (except Stock Consideration that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144 as provided of such date) held in the next sentenceStock Escrow Account and/or the Indemnity Escrow Account, respectively, as specified by the Sellers’ Representative in a written notice (a “Seller Notice”) at delivered to Parent (the Put Price number of SFX Shares so specified in the Seller Notice, the “Redemption Shares”), an amount equal to Five Dollars (calculated on a per share basis$5.00) as determined (subject to appropriate adjustment in Section 5.1(bthe event of any stock dividend, stock split, combination or other similar recapitalization with respect to SFX Common Stock) multiplied by the number of Redemption Shares (the “Redemption Price”). For purposes Upon delivery of this Section 5.1the Seller Notice, (i) Parent and Sellers’ Representative shall instruct the Escrow Agent to release the Redemption Shares to Parent, and (ii) Parent shall promptly pay to (or as directed by) the Sellers’ Representative, by wire transfer of immediately available funds to the account or accounts specified by the Sellers’ Representative in the Seller Notice, the Shareholders agree that Redemption Price. If the shares of Andina stock subject to Redemption Price is not paid in accordance with the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right terms hereof within 15 days after the date ten (10) Business Days following Parent’s receipt of the first meeting Seller Notice, then the Redemption Price shall be increased at a rate of 10% per annum (compounded quarterly) until the KO Board consummation of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)such transaction. (b) Without duplication of the SR Put Right, if either (x) as of the Redemption Date, or (y) following the Redemption Date but prior to the exercise of the SR Put Right pursuant to Section 4.3(a), the Stock Consideration has been distributed to the Sellers, then each Seller shall have the right to require Parent to repurchase any or all the SFX Shares (except those SFX Shares that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144) then-held by such Seller at a price per share of Five Dollars ($5.00) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to SFX Common Stock). If such repurchase is not consummated within ten (10) Business Days of Parent’s receipt of a written notice of repurchase delivered by such Seller, then the per share price shall be increased at a rate of 10% per annum (compounded quarterly) until the consummation of such repurchase. (c) For the avoidance of doubt, the rights contemplated by Section 4.3(a) and Section 4.3(b) shall survive with respect to any portion of the Stock Consideration not registered for resale in, or concurrently with, the SFX Qualified IPO, until the earlier to occur of (i) the date upon which such shares are registered in a Resale Registration, or (ii) such shares are eligible for resale under Rule 144. Upon the occurrence exercise of the rights set forth in Section 4.3(a) or 4.3(b), as the case may be, Parent shall apply all of its assets to make the payments contemplated thereby and to no other corporate purpose, except to the extent prohibited by the DGCL. (d) Parent hereby covenants and agrees to (i) use commercially reasonable efforts to include the Stock Consideration (in all cases in this subsection, including the Indemnity Escrow Shares) in the SFX Qualified IPO or concurrent Resale Registration, (ii) include the Stock Consideration in the SFX Qualified IPO (or concurrent Resale Registration) on a pro rata basis with shares of SFX Common Stock that have been transferred as consideration for other acquisitions by Parent, (iii) following the applicable Lock-Up period required by the managing underwriter of the SFX Qualified IPO, use commercially reasonable efforts to file a registration statement with the SEC for the resale registration (“Resale Registration”) of any unregistered shares of Stock Consideration except those eligible for resale under Rule 144, (iv) use commercially reasonable efforts to cause the registration statement filed with respect to the proposed SFX Qualified IPO (or Resale Registration, as applicable) to become effective promptly and to remain effective until the earlier of two years or until all shares of Stock Consideration registered thereunder have been disposed of by Sellers or Sellers’ Representative, as applicable, (iv) furnish, as far in advance as possible but in no event less than five (5) Business Days before filing a registration statement in connection with the SFX Qualified IPO (or Resale Registration, as applicable), a copy of the registration statement and prospectus relating thereto or any amendments or supplements relating to such registration statement or prospectus, to the Sellers’ Representative, and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the SEC, such comments as the Sellers’ Representative may reasonably propose, and Parent shall not file any such document to which the Sellers’ Representative objects in writing, unless in the reasonable judgment of Parent’s counsel such filing is necessary to comply with applicable Law, (iv) promptly notify in writing the Sellers’ Representative of the receipt by Parent of any comments by or notifications from the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (v) furnish to the Sellers’ Representative such information as the Sellers’ Representative may reasonably request from time to time regarding the Surviving Company or the SFX Qualified IPO, (vi) notify the Sellers’ Representative or Sellers, as applicable, on a timely basis at any time when a prospectus relating to the Stock Consideration or any document related thereto includes an untrue statement of a Put Eventmaterial fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of the KO ShareholdersSellers’ Representative prepare and furnish to each Seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the parties offerees of such Stock Consideration, such prospectus shall cause the Put Price not include an untrue statement of a material fact or omit to state a material fact required to be determined as follows: (i) If stated therein or necessary to make the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination statements therein not misleading in light of the Put Pricecircumstances then existing; and (vii) furnish to each Seller such number of copies of a prospectus, including a preliminary prospectus, in conformity with the Majority Shareholders, on requirements of the one handSecurities Act, and such other documents as such Seller may reasonably request in order to facilitate the KO Shareholders, on the public sale or other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis disposition of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination such Seller’s portion of the Put PriceStock Consideration, as applicable. If such two firms do not agree on All expenses incurred in connection with the Put Price and following such determination SFX Qualified IPO or Resale Registration (including expenses incurred by Sellers’ Representative in connection with the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(stransactions contemplated by this Section 4.3(d)) shall be borne equally and paid by Parent. On the date on which the registration statement with respect to the SFX Qualified IPO or Resale Registration is declared effective by the KO ShareholdersSEC, the Parent shall promptly deliver a written notice to the Sellers’ Representative notifying the Sellers’ Representative that the registration statement with respect to the SFX Qualified IPO or Resale Registration has been declared effective. Parent hereby represents, warrants and covenants that the Sellers shall have registration rights at least as favorable as the registration rights granted to any other holder of Secondary Shares. (e) If, in connection with the SFX Qualified IPO, the Stock Consideration is required by the managing underwriter to be subject to a restriction on transfer for a specified period of time following the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination pricing of the Put Price. If SFX Qualified IPO (a party fails “Lock-Up”) then, Parent shall promptly deliver written notice to select an investment banker or fails the Sellers’ Representative with respect to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm the Lock-Up (including a copy of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares any agreement to be purchase by entered into in connection with the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been givenLock-Up); provided, however, that such Parent shall not agree to any Lock-Up, and shall cause Holder not to agree to any Lock-Up, with respect to the Stock Consideration (and neither the Sellers nor Sellers’ Representative shall be required to enter into any Lock-Up with respect to the Stock Consideration), unless all other holders of Secondary Shares and senior management of Parent shall be subject to a Lock-Up of at least the same duration, and shall participate in the Lock-Up on the same terms, as the Sellers. (f) Following an SFX Qualified IPO, Parent shall use commercially reasonable efforts to comply with the “current public information” requirement of subsection (c) of Rule 144. Parent shall cooperate with the Sellers’ Representative and Sellers, as applicable, in providing information necessary to complete and file any information reporting forms presently or hereafter required by the SEC as a condition to the availability of Rule 144. For the purposes of this Section 4.3, the availability of Rule 144 for shares of Stock Consideration shall be as determined by the advice of counsel to the Sellers’ Representative or the Sellers, as applicable. (g) Parent shall not, and shall cause its Affiliates not to, (i) prior to the Closing, issue or make any public release or announcement with respect to the Transactions, or otherwise disclose any information relating to the Transactions or include a description of the Transactions or any of the terms of this Agreement in any public filing, in each case, without the prior written consent of the Sellers’ Representative, or (ii) enter into any agreement, including any credit agreement, or take any action that would, or would reasonably be expected to, impair Parent’s or Buyer’s ability to comply with its obligations hereunder. (h) Notwithstanding anything contained herein to the contrary, if, prior to the date upon which all of the Stock Consideration is registered for resale in or concurrently with an SFX Qualified IPO, registered in a Resale Registration, or eligible for resale under Rule 144, Parent enters into an agreement for the acquisition by any third-party purchaser (or group of purchasers), directly or indirectly, of beneficial ownership of more than 50% of the voting power of the voting stock of Parent (including by merger or consolidation) or the sale of substantially all of the assets of Parent to a third-party in one or a series of related transactions, then the exercise of the rights set forth in Section 4.3(a) or 4.3(b) shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventautomatically accelerate and become exercisable by the Sellers’ Representative and Sellers, as applicable.

Put Right. (a) Upon At any time during the occurrence of a Put EventPut/Call Period, the KO Shareholders shall have the right (a “Put Right”) to Seller may require the Majority Shareholders FAT Brands to purchase all, all (but not less than all, ) of the shares of Andina stock owned by them (except as provided in the next sentence) Put/Call Shares at the Put Price (calculated Put/Call Price, on a per share basis) as determined in Section 5.1(b). For purposes the terms and subject to the conditions of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)3. (b) Upon Seller shall give FAT Brands at least 30 days’ prior written notice of its election to sell to FAT Brands the occurrence of a Put/Call Shares (the “Put EventNotice”), at which Put Notice shall set forth the request date and time of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: closing (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares which shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been givenBusiness Day); provided, however, that by written notice delivered to Seller prior to then scheduled date of the closing, FAT Brands shall have the right on one or more occasions to defer then scheduled closing to a later date (which shall be a Business Day) but not beyond the last day of the Put/Call Period except as provided in Section 3(f). (c) The closing of the purchase and sale of the Put/Call Shares shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the closing date; provided that if the purchase and sale is subject to regulatory approval or requires third party consents or waivers pursuant to any material contract to which FAT Brands is bound, the closing date shall be extended to the date that occurs five (5) Business Days after all such approvals, consents and waivers have been received (even if beyond the Put/Call Period). (d) At the closing, Seller shall, and shall cause the Permitted Transferees to, (i) deliver to FAT Brands instrument(s) of transfer, in form and substance reasonably acceptable to FAT Brands, sufficient to transfer, free and clear of all Encumbrances (other than Permitted Equity Encumbrances), the Put/Call Shares, (ii) execute and deliver to FAT Brands a certificate in form and substance reasonably acceptable to FAT Brands containing customary representations and warranties with respect to title to and ownership of the Put/Call Shares, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other certificates and documents and take such other actions as may be reasonably requested by FAT Brands to consummate such transactions. (e) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Put/Call Price (it being agreed by Seller that it shall be responsible to disburse such amount among the Permitted Transferees who are selling Put/Call Shares). Payment, after deducting all tax and other required withholdings, shall be made by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior to the closing. (f) Notwithstanding Section 3(b), by written consent notice delivered to Seller prior to the end of the Put/Call Period, FAT Brands shall not have the option to defer the closing until up to 120 days following the end of the Put/Call Period (and, for avoidance of doubt, Seller and the Permitted Transferees shall remain the owners of the Put/Call Shares until the closing). In such event, the Put/Call Price shall be deemed to accrue interest from the period between the end of the Put/Call Closing and the closing at the rate of 5.0% per annum, which interest shall be a waiver payable at the closing together with the Put/Call Price. (g) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the consideration for the Put/Call Shares to be purchased in accordance with this Section 3, then from and after such txxx Xxxxxx and the Permitted Transferees shall no longer have any rights as holders of their Put Right for purposes the Put/Call Shares (other than the right of any other transaction which might Seller to receive payment of such consideration in accordance herewith) and the Put/Call Shares shall be deemed to constitute a Put Eventhave been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby.

Put Right. (a) Upon Prior to the occurrence settlement by the Company of a Put Eventany Series B Warrant upon exercise by the Original Yucaipa Stockholders, and subject to Tengelmann’s right to approve any issuance of Company Common Stock in connection therewith pursuant to Section 2.04(a)(ix), the KO Shareholders shall have Company will give Tengelmann the right (a “Put Right”) to require (i) cause the Majority Shareholders Company to purchase allsettle such Series B Warrant by issuing and delivering Company Common Stock to Original Yucaipa Stockholders (in which case, but not less than all, such issuance shall be deemed to be approved by Tengelmann pursuant to Section 2.04(b)(ii)) and (ii) sell to the Company some or all of the shares of Andina stock owned by them (except as provided Company Common Stock to be so issued and delivered to Yucaipa in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1following manner, the Shareholders agree provided that the shares of Andina stock subject Company shall not be required to purchase Company Common Stock pursuant to this clause (ii) to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice extent necessary to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b).avoid a Liquidity Impairment: (b) Upon The Company will give notice (a “Warrant Exercise Notice”) to Tengelmann in writing of each exercise by Yucaipa of one or more Series B Warrants, specifying the occurrence number of a Put Eventshares (the “Share Number”) of Company Common Stock subject to such Series B Warrants and what portion, at the request of the KO Shareholdersif any, the parties shall cause the Put Price Company proposes to be determined as follows: (i) If the shares to be purchased settle by the Majority Shareholders pursuant issuance and delivery to Yucaipa of Company Common Stock (the Put Right are shares of Series A Stock“Proposed Stock Settlement Amount”) and what portion, if any, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable Company proposes to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience settle in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stockcash. (c) If Tengelmann determines to exercise its Put Right, Tengelmann will deliver a notice (a “Put Notice”) to the KO Shareholders Company within 10 Business Days after receipt of a Warrant Exercise Notice indicating, (i) the number of shares of Company Common Stock which the Company shall for purposes purchase from Tengelmann pursuant to Tengelmann’s Put Right (which number shall not exceed the Share Number) and (ii) if the Proposed Stock Settlement Amount exceeds the number specified pursuant to clause (i), the portion of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed excess to be a waiver settled by the issuance and delivery of their Put Right Company Common Stock, if any, which Tengelmann has approved pursuant to Section 2.04(a)(ii) (to the extent such approval is required thereby). The purchase price per share for purposes such Company Common Stock will be equal to the Market Price of the transaction as to which written consent has been given; providedCompany Common Stock on the business day immediately preceding the date of exercise by Yucaipa of such Series B Warrants (the “Put Price”). (d) If Tengelmann exercises its Put Right, howeverthe Company will purchase from Tengelmann, that such written consent shall not be deemed to be a waiver the number of their shares of Company Common Stock set forth in the Put Right for purposes of any other transaction which might be deemed to constitute a Notice at the Put EventPrice.

Put Right. If a Seller Transfers any Seller Shares in contravention of the Right of Co-Sale under this Agreement (a) Upon a “Prohibited Transfer”), or if the occurrence Proposed Transferee of Offered Shares desires to purchase a Put Eventclass, series or type of stock offered by Seller but not held by a Selling Investor, or the KO Shareholders shall have the right Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put RightNotice”) to within ten days after the later of (i) the Co-Sale Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require the Majority Shareholders such Seller to purchase allfrom such Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock (subject to Section 5.2(b)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (a) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, including, but not less than alllimited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of the shares such Selling Investor’s Rights of Andina stock owned by them (except as provided Co-Sale pursuant to Section 4 or in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes exercise of its rights under this Section 5.1, the Shareholders agree that the shares of Andina stock subject 5 with respect to the Put Right Shares. (b) The Put Shares of Stock to be sold to Seller shall include only be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor then owns securities of such class or type. If such Selling Investor does not own any of such class or type, the Put Shares currently owned by the KO Shareholders and any additional shall be shares of Andina capital stock acquired by Common Stock (or Preferred Stock convertible into Common Stock at the KO Shareholders through option of the exercise holder thereof). (c) The closing of their preemptive rights. The KO Shareholders shall give written notice such sale to the Majority Shareholders of their intention to exercise their Put Right Seller will occur within 15 ten days after the date of such Selling Investor’s Put Notice to such Seller. At such closing, the first meeting of Selling Investor shall deliver to Seller the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of certificate or certificates representing the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price Shares to be determined as follows: (i) If the shares sold, each certificate to be purchased by properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one handaggregate purchase price therefor, and the KO Shareholdersamount of reimbursable fees and expenses, on the other hand, shall each choose an internationally recognized investment banking firm with experience as specified in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5.2(a). (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon Without prejudice to any other rights and remedies available to the occurrence Investors, in the event of a Put EventProhibited Transfer, the KO Shareholders each Participant shall have the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject sell to the Put Right shall include only Transferring Holder the type and number of Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice equal to the Majority Shareholders number of their intention Shares such Participant would have been entitled to exercise their Put Right within 15 days after transfer to the date of third-party Transferee under Section 3 hereof had the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price Prohibited Transfer been effected pursuant to Section 5.1(b). (b) Upon and in compliance with the occurrence of a Put Event, at terms hereof. Such sale shall be made on the request of the KO Shareholders, the parties shall cause the Put Price to be determined as followsfollowing terms and conditions: (i) If The price per share at which the shares Shares are to be purchased sold to the Transferring Holder shall be equal to the price per share paid by the Majority Shareholders third-party Transferee to the Transferring Holder in the Prohibited Transfer. The Transferring Holder shall also reimburse each Participant for any and all reasonable fees and expense, including legal fees and out-of-pocket expenses, incurred pursuant to the Put Right are shares of Series A Stock, exercise or the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration attempted exercise of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final Participant’s rights under Sections 2 and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined3. (ii) If Within ninety (90) days after the later of the date on which the Participant (A) received notice of the Prohibited Transfer; or (B) otherwise became aware of the Prohibited Transfer, such Participant shall, if exercising its rights under this Section 6, deliver to the Transferring Holder the certificate or certificates and instruments of transfer properly endorsed for transfer representing the Shares to be purchase sold under this Section 6 by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockParticipant. (ciii) If The Transferring Holder shall, within seven (7) Business Days upon receipt of the KO Shareholders shall certificate or certificates and instruments of transfer for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed the Shares to be sold by a waiver Participant pursuant to this Section 6, pay the aggregate purchase price therefor and the amount of their Put Right for purposes reimbursable fees and expenses, as specified in Section 6.3(i), in cash or by other means acceptable to the Participant. The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) Business Days reissue certificates, as applicable, to the transaction as Transferring Holder and the Participant reflecting the new securities held by them giving effect to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventtransfer.

Put Right. If a Seller Transfers any Seller Shares in contravention of the Right of Co-Sale under this Agreement (a) Upon a “Prohibited Transfer”), or if the occurrence Proposed Transferee of Offered Shares desires to purchase a Put Eventclass, series or type of stock offered by Seller but not held by a Selling Investor, or the KO Shareholders shall have the right Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put RightNotice”) to within ten (10) days after the later of (i) the Co-Sale Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require the Majority Shareholders such Seller to purchase allfrom such Selling Investor that number of shares of Preferred Stock (on an as converted basis) or Common Stock subject to Section 5.B(2)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (1) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, including, but not less than alllimited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of the shares such Selling Investor’s Rights of Andina stock owned by them (except as provided Co-Sale pursuant to Section 4 or in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes exercise of its rights under this Section 5.1, the Shareholders agree that the shares of Andina stock subject 5 with respect to the Put Right Shares. (2) The Put Shares to be sold to Seller shall include only be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor then owns securities of such class or type. If such Selling Investor does not own any of such class or type, the Put Shares currently owned by the KO Shareholders and any additional shall be shares of Andina capital stock acquired by Common Stock (or Preferred Stock convertible into Common Stock at the KO Shareholders through option of the exercise holder thereof). (3) The closing of their preemptive rights. The KO Shareholders such sale to Seller shall give written notice to the Majority Shareholders of their intention to exercise their Put Right occur within 15 ten (10) days after the date of such Selling Investor’s Put Notice to such Seller. At such closing, the first meeting of Selling Investor shall deliver to Seller the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of certificate or certificates representing the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price Shares to be determined as follows: (i) If the shares sold, each certificate to be purchased by properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one handaggregate purchase price therefore, and the KO Shareholdersamount of reimbursable fees and expenses, on the other hand, shall each choose an internationally recognized investment banking firm with experience as specified in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5.B(1). (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon Without prejudice to any other rights and remedies available to any Non-Selling Shareholder, in the occurrence event of a Put EventProhibited Transfer, the KO Shareholders each Non-Selling Shareholder shall have the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject sell to the Put Right shall include only Selling Shareholder the type and number of Class A Ordinary Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice equal to the Majority Shareholders number of their intention Shares such Non-Selling Shareholder would have been entitled to exercise their Put Right within 15 days after transfer to the date of purchaser under Section 5.1 hereof had the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price Prohibited Transfer been effected pursuant to Section 5.1(b). (b) Upon and in compliance with the occurrence of a Put Event, at terms hereof. Such sale shall be made on the request of the KO Shareholders, the parties shall cause the Put Price to be determined as followsfollowing terms and conditions: (i) If The price per share at which the shares Shares are to be purchased sold to the Selling Shareholder shall be equal to the price per share paid by the Majority Shareholders purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Non-Selling Shareholder for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the Put Right are shares of Series A Stock, exercise or the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration attempted exercise of such 60Non-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained Selling Shareholder’s rights under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5. (ii) If Each Non-Selling Shareholder shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Non-Selling Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the Non-Selling Shareholder. (iii) The Selling Shareholder shall, promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the Non-Selling Shareholder(s) exercising the option created hereby, pay to each such Non-Selling Shareholder the aggregate purchase price for the Shares to be purchase sold by such Non-Selling Shareholder, and the Majority Shareholders pursuant amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockNon-Selling Shareholder. (civ) If Upon receipt of full payment of the KO Shareholders amount due from the Selling Shareholder, the Non-Selling Shareholder shall for purposes deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Non-Selling Shareholder transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of this Agreement consent the Transfer Shares in writing to a Put Event, such prior written consent violation of Sections 4 or 5 or 11.1 hereof shall be deemed to be void, and the Company undertakes that it will not affect such a waiver transfer nor will treat any alleged transferee as the holder of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventshares.

Put Right. (a) Upon If at any time a Management Holder’s Employment shall be terminated by reason of such Management Holder’s death or Permanent Disability, except as otherwise provided in any written agreement between the occurrence Company and such Management Holder, such Management Holder (and each Permitted Management Holder Transferee of a Put Event, the KO Shareholders such Management Holder who has been transferred Stock pursuant to this Agreement by such Management Holder) shall have the right right, but not the obligation, to sell, and the Company shall be required to purchase, all (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, ) of the shares of Andina stock Stock owned by them that Management Holder and any Permitted Management Holder Transferee (except as provided in the next sentence“Put Option”, and such Stock subject to the Put Option, the “Put Eligible Stock”) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)Option Price. (b) Upon If a Management Holder desires to exercise its Put Option, it shall deliver written notice thereof (a “Put Notice”) to the occurrence Company no earlier than one hundred and eighty-one (181) days and no later than two hundred and ten (210) days following the later of (x) termination of the Management Holder’s Employment and (y) receipt of Option Stock by such Management Holder in connection with a post-termination exercise in accordance with the Option Plan. The Management Holder and any Permitted Management Holder Transferees shall deliver to the Company certificates representing the shares of Put EventEligible Stock, free and clear of all claims, liens, or encumbrances, together with blank stock powers, duly executed with all signature guarantees at a closing at the request principal office of the KO Shareholders, Company on the parties shall cause sixtieth (60th) day after delivery of the Put Price Notice to be determined as follows: (i) If the shares to be purchased by Company. The Company will pay the Majority Shareholders proceeds from the purchase of the Put Eligible Stock pursuant to the Put Right are shares Option (the “Put Repurchase Price”), at its option, (i) by a check or wire transfer of Series A Stock, immediately available funds or (ii) to the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination extent that payment of the Put PriceRepurchase Price in cash would adversely affect (x) the Company’s liquidity or would be restricted by the Company’s financing arrangements, or (y) the Majority Shareholdersbusiness, financial condition, liquidity or prospects of the Company, in each case, as determined by the Board in good faith, by a subordinated non-amortizing note with a five year term beginning on the one hand, and closing date of the KO Shareholders, on purchase of the other hand, Put Eligible Stock (the “Put Note”). The Put Note shall each choose an internationally recognized investment banking firm with experience in bear interest at a rate equal to the analysis of soft drink businesses, and each of those two firms within 60 days Mid-term Applicable Federal Rate plus three percent (3%) from the date of their engagement shall prepare an appraisal setting forth its determination issuance of the Put PriceNote and will be payable quarterly in arrears. If such two firms do not agree on Such Put Note may be prepaid by the Put Price Company in whole at any time or in part from time to time without premium or penalty and following such determination the KO Shareholders and the Majority Shareholders continue to shall otherwise be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding form acceptable to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been givenBoard; provided, however, that if at any time after such written consent Put Note has been issued the Prepayment Conditions are satisfied, the Put Note shall then be prepaid in full at such time. Notwithstanding anything to the contrary in this Agreement, the Company shall not be deemed obligated to make any cash payment pursuant to this Section 9(b) or any cash payment of principal or interest due under a Put Note if the if the Board determines that making such payment would reasonably be likely to adversely affect the Company’s liquidity or be restricted by the Company’s financing arrangements. In the event the Company cannot make any cash payment under this Section 9(b) or the cash payments of principal and interest due under a Put Note because of such Board determination, the Company will undertake to make such payments at such time as the Board determines that making such payment would not reasonably be likely to adversely affect the Company’s liquidity or be restricted by the Company’s financing arrangements. Payment of the Put Repurchase Price shall be made after offset of any bona fide debts owed by the Management Holder to the Company, which will be entitled to receive customary representations and warranties from the Management Holder or its Permitted Management Holder Transferees, as applicable, regarding such sale and to require all signatures of the Management Holder or its Permitted Management Holder Transferees to be a waiver guaranteed. (c) Upon the termination of their Put Right for purposes the Employment of any other transaction which might be deemed Management Holder as set forth in Section 9(a), the Management Holder’s Put Option shall also apply with respect to constitute a Put Eventall Stock held by Affiliates of the terminated Management Holder.

Put Right. In the event Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (a90) Upon the occurrence of a Put Eventdays thereafter, the KO Shareholders shall have the right (a “Put Right”) to require the Majority Shareholders Corporation to purchase all, but not less than all, all or any portion of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently Common Stock owned by the KO Shareholders and any additional shares Optionee at the Market Price (as determined under Section 5.4 of Andina capital stock acquired the Plan). Optionee shall exercise his put right by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give delivering written notice to the Majority Shareholders of their intention Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to exercise their Put Right within 15 Corporation and Optionee, but in no event later than thirty (30) days after following the date of the first meeting Optionee's notice of exercise of the KO Board of Directors which is held put right. The Corporation shall pay the aggregate Market Price in cash at least 30 days after Closing, or, at its discretion, the date upon which Corporation may elect to pay the KO Shareholders receive written notice Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the determination next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Put Price Wall Street Journal or any successor publication. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 5.1(b). (b) Upon 4 on any Redemption Date, those funds which are legally available for the occurrence Corporation shall be used to redeem the maximum possible number of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by redeemed on the Majority Shareholders pursuant to Redemption Date. In such event, the Put Right are shares of Series A Stock, the Put Price for such shares Optionee's Common Stock not redeemed shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businessesremain outstanding. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price balance of the shares of Series A Stock required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the price that a holder number of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares required to be purchase by redeemed on the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price next following Redemption Date and shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes redeemed on that date, subject to provisions of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventSection 4.

Put Right. (a) Upon Except to the extent prohibited by Brazilian law (in which case a Trigger Event under clause (a)(ii) of the definition thereof shall be deemed to have occurred), at any time after March 10, 2013, or, except to the extent prohibited by Brazilian law, at any time following the occurrence of a Put Trigger Event, the KO Shareholders Requisite Holders shall have the right (but not the obligation) to put, and require each of the other Existing Shareholders and TRIP Shareholders (and Permitted Transferee of each TRIP Shareholder) to put, all of their Investor Preferred Shares to the Company (or, at the Company’s option, a wholly-owned Subsidiary of the Company) at the same time as the Requisite Holders; provided, however, that the Requisite Holders shall not have any rights under this Section 5.1 after the consummation of a Qualified IPO. In the event that the Requisite Holders elect to exercise the Put Right in accordance with this Article V, the Requisite Holders shall give the Company and each other Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares written notice of such election (a “Put RightNotice”) to require the Majority Shareholders to purchase all, but of such requirement not less than all, of 90 days nor more than 120 days prior to the shares of Andina stock owned by them date on which the Investor Preferred Shares are to be put to the Company (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1such date, the Shareholders agree that the shares of Andina stock subject to the “Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(bElection Date”). (b) Upon In the occurrence event that the Requisite Holders elect to exercise the Put Right in accordance with this Article V, each Existing Shareholder and TRIP Shareholder (and Permitted Transferee of a Put Eventeach TRIP Shareholder) who owns Investor Preferred Shares shall take, all actions in its power necessary to cause its Investor Preferred Shares to be put to the Company (or, at the request Company’s option, a wholly-owned Subsidiary of the KO Shareholders, the parties shall cause Company) on the Put Price to be determined as follows: Election Date (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for later, promptly following the determination of the Put Price, the Majority Shareholders, on the one hand, Value and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis expiration or termination of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained any applicable waiting period under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockHSR Act or any other anti-competition or similar law). (c) If On the KO Shareholders Put Election Date (or, if later, promptly following the determination of the Put Value and the expiration or termination of any applicable waiting period under the HSR Act or any other anti-competition or similar law), the Company shall for purposes (or, if applicable, shall cause is wholly-owned Subsidiary to) pay to each Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares the portion of the Put Value to which such Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) is entitled (determined in accordance with Section 5.1(d) below) by delivering one or more certificates representing such Equity Securities or by executing the relevant transfer term (termo de transferência) in the Share Transfer Register in order to perfect such Transfer to the Company, in each instance free and clear of all Liens (other than (x) Liens in respect of accrued taxes not yet payable and (y) restrictions on transfer under applicable securities laws), and delivery of such certificates of authority, consents to transfer and other instruments or evidences of good title to such Investor Preferred Shares by such Existing Shareholder or TRIP Shareholder (or Permitted Transferee of a TRIP Shareholder, as the case may be) as may be reasonably requested by the Company. (d) In the event that the Requisite Holders exercise the Put Right in accordance with this Agreement consent in writing to a Put EventArticle V, such prior written consent each Existing Shareholder and TRIP Shareholder (and Permitted Transferee of each TRIP Shareholder) who owns Investor Preferred Shares shall be deemed entitled to be receive a waiver of their Put Right for purposes portion of the transaction Put Value (expressed as to which written consent has been given; provideda percentage) determined by dividing the number of Investor Preferred Shares owned by such Existing Shareholder or TRIP Shareholder (or Permitted Transferee of such TRIP Shareholder, however, that such written consent shall not be deemed to be a waiver as the case may be) by the aggregate number of their Investor Preferred Shares being repurchased by the Company (or its wholly-owned Subsidiary) in connection with the Put Right for purposes of any other transaction which might be deemed to constitute a Put EventRight.

Put Right. (a) Upon Subject to paragraph (b) hereof, if there has not been a Successful Remarketing prior to the occurrence end of a Put Eventthe Final Remarketing Period, the KO Shareholders shall Holders of Debentures will, subject to this Section 8.05, have the right (a the “Put Right”) to require the Majority Shareholders Company to purchase allsuch Debentures on the Purchase Contract Settlement Date, at a price per Debenture to be purchased equal to the principal amount of the applicable Debenture, plus accrued and unpaid interest to, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1excluding, the Shareholders agree that Purchase Contract Settlement Date (the shares of Andina stock subject to the “Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(bPrice”). (b) Upon The Put Right of Holders of Applicable Ownership Interests in Debentures that are part of Corporate Units will be deemed to be automatically exercised unless such Holders (1) prior to 5:00 p.m., New York City time, on the occurrence second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of a Put Eventtheir intention to settle the related Purchase Contract with separate cash, at and (2) on or prior to 5:00 p.m., New York City time, on the request Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the terms and conditions of Section 5.03(b)(iii) of the KO ShareholdersPurchase Contract and Pledge Agreement with respect to such settlement, and such Holders shall be deemed to have elected to have a portion of the parties shall cause proceeds of the Put Right of the Debentures underlying such Applicable Ownership Interests in Debentures equal to the Purchase Price set-off against such Holders’ obligations to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the Purchase Contracts in full satisfaction of such Holders’ obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to be determined as follows:such Holders. (ic) If The Put Right of a Holder of a Separate Debenture shall only be exercisable upon delivery of a notice substantially in the shares form attached as Exhibit B hereto, together with such Holder’s separate Debenture, to be the Trustee by such Holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of such Separate Debentures. (d) Debentures purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon cancelled by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedTrustee. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (ai) Upon If Canopy and any Contested Investor(s) shall fail to reach agreement as provided in Section 2.2(b)(iv)(B) above such that the occurrence of a Put EventContested Proxy Securities are to be voted against the position designated by such Contested Investor(s), the KO Shareholders such Contested Investor(s), severally and not jointly, shall then have the right (a “Put Right”the "PUT RIGHT") to require the Majority Shareholders Canopy to purchase all, but not less than all, for cash all or any portion of the shares of Andina stock Series A Preferred Stock owned by them such Contested Investor (except as provided in the next sentence"PUT SHARES") at a purchase price equal to two (2) times the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes sum of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by aggregate Stated Value (as defined in the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(sCertificate) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Preferred Stock shall be the price that a holder of shares of such Contested Investor requires Canopy to purchase hereunder, plus (ii) any accrued but unpaid dividends on such Series A Preferred Stock would receive upon (the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined"PUT PRICE"). (ii) If A Contested Investor shall exercise its Put Right, if at all, by providing written notice thereof (a "PUT NOTICE") to Canopy on or prior to five (5) Business Days prior to the Vote Date. In the Put Notice, the Contested Investor shall indicate the number of Put Shares to be purchase and the date proposed by the Majority Shareholders pursuant Contested Investor for the closing of Canopy's purchase of such Put Shares (which shall not be more than four (4) Business Days after the date the Investor provides such Put Notice). The Investor providing such Put Notice (other than an Investor managed by Advent) shall simultaneously furnish a copy thereof to Advent. (iii) The closing of Canopy's purchase of all Put Shares (the "PUT CLOSING DATE") shall take place simultaneously at such time, date and location as shall be mutually agreeable to Canopy and the selling Contested Investor(s), which shall be as consistent as reasonably possible with the dates proposed for the closing in the Put Notices but in no event later than one (1) Business Day prior to the Put Right are shares of Series B Stock, the Vote Date. The Put Price shall be the Market Value paid by Canopy to such selling Contested Investor at such closing by wire transfer of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent immediately available funds to an account designated in writing by such selling Contested Investor, and such selling Contested Investor shall deliver to a Canopy the certificates evidencing the Put EventShares, duly endorsed and in negotiable form with all the requisite documentary stamps affixed thereto. The Contested Investor shall deliver good title to its Put Shares on such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; providedclosing date, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes free and clear of any other transaction which might be deemed to constitute a Put Eventliens or restrictions whatsoever, except for those restrictions provided for in this Agreement.

Put Right. (a) Upon the occurrence Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of a Put Event, the KO Shareholders shall Series E Preferred Stock will have the right (a “Put Right”) ), exercised by notice delivered by such holder to the Corporation on or after March 16, 2021 (a “Put Right Notice”), to require the Majority Shareholders Corporation to purchase redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated Liquidation Preference plus accrued and unpaid dividends on a per share basis) as determined date specified in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Notice (a “Put Right within 15 Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date of on which a Put Right Notice is delivered to the first meeting of the KO Board of Directors which Corporation. If a Put Right Exercise Date is held at least not specified, or is less than 30 calendar days after the date upon which the KO Shareholders receive written notice of the determination delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the next Business Day) following the delivery of the Put Right Notice. Any redemption pursuant to a Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to redeem the Series E Preferred Stock with Common Stock, then the number of shares of Common Stock issued shall be determined by dividing (i) the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by (ii) the market value of the Common Stock. The market value per share of the Common Stock payment (the “Put Right Common Stock Market Value”) shall be the greater of (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the same manner as the Conversion Price pursuant to Section 5.1(b9). (b) Upon the occurrence receipt of a Put EventRight Notice, at the request Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-exercising Holder”), that a Put Right Notice has been delivered and provide each Non-exercising Holder with a copy of such Put Right Notice. The Board shall deliver a waiver of the KO Shareholders, Ownership Limit to a Non-exercising Holder pursuant to Article IX(A)(7) of the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant Articles prior to the Put Right are shares of Series A Stock, Exercise Date if (i) such Non-exercising Holder provides the Put Price for such shares shall be mutually agreed upon by Board the KO Shareholders representations and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination undertakings specified in Article IX(A)(7) of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as Articles prior to the Put Price Right Exercise Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the parties within thirty days following Put Right Exercise Date (which the selection Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-exercising Holder fails to satisfy the conditions of any existing waiver previously granted to it, and fails to provide such banker. The Put Price representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the shares of Series A Stock shall be the price that a holder minimum number of shares of Series A E Preferred Stock would receive upon held by such Non-exercising Holder necessary to cause such Non-exercising Holder to satisfy the sale Ownership Limit shall without any further action by such Non- exercising Holder or the Corporation automatically be converted (along with the aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of such shares of Common Stock (including any fraction of a share) determined in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to accordance with this Section 10 on the Put Right are Exercise Date, concurrently with the conversion of the shares of Series B Stock, specified in the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been givenConversion; provided, however, that the Non-exercising Holder shall, if necessary, be permitted, in connection with the exercise by another Holder of its Put Right, to put such written consent portion of its shares above as may be required to enable the Corporation to obtain the opinion of counsel contemplated above or to satisfy the conditions of any existing waiver previously granted to it (the “Secondary Put Right”). The consideration delivered by the Corporation in connection with the exercise of a Secondary Put Right shall be calculated in accordance with the pricing mechanism specified in paragraph (a) and shall be paid with the same type and proportion of consideration elected by the Corporation with respect to the Put Right. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall seek (and use best efforts to obtain) shareholder approval pursuant to applicable Nasdaq Marketplace Rules of the Put Right Common Stock Market Value to be used to determine the number of shares of Common Stock issued upon exercise of a Put Right. In the event shareholder fail to so approve the Put Right Common Stock Market Value, the Corporation will successively seek similar approval at the next annual meetings of shareholders until February 28, 2022. If shareholder approval is not obtained, the Put Right shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventexercisable.

Put Right. (a) Upon If there has not been a Successful Remarketing on or prior to the occurrence last day of a Put Eventthe Final Remarketing Period, the KO Shareholders shall Holders of Notes will, subject to this Section 9.5, have the right (a the “Put Right”) to require the Majority Shareholders Company to purchase allsuch Notes for cash on the Purchase Contract Settlement Date, but not less than all, at a price per Note to be purchased equal to the principal amount of the shares of Andina stock owned by them applicable Note (except as provided in the next sentence) at the “Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(bPrice”). (b) Upon the occurrence The Put Right of a Put EventHolder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, at in the request case of Global Notes, in accordance with applicable procedures of the KO ShareholdersDepository), together with such Holder’s Separate Notes, to the Trustee by such Holder at or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a Holder of a Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, the parties Company shall cause deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes with respect to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right are shares of Series A StockRight, the Put Price for Trustee shall then distribute such shares shall be mutually agreed upon by amount to the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration Holders of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockSeparate Notes. (c) If there has not been a Successful Remarketing on or prior to the KO Shareholders shall for purposes last day of this Agreement consent the Final Remarketing Period, the Put Right of Holders with respect to Notes relating to Applicable Ownership Interests in writing to a Put Event, such prior written consent shall Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a waiver of their Cash Settlement and timely paid the Purchase Price). (d) Notes purchased pursuant to the Put Right for purposes of shall be cancelled by the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventTrustee.

Put Right. 23.1 On and after the Effective Date, Steelhead may at any time during the term of this Lease cause Xxxxxxxxxx to purchase (the “Steelhead Put Right”), and Xxxxxxxxxx shall purchase, the Premises, in whole or in part. The Steelhead Put Right shall be subject to the following requirements: (a) Upon The Steelhead Put Right may be exercised by Steelhead for some or all of the occurrence Premises as designated by Steelhead at the time of a exercise of the Steelhead Put Event, Right (the KO Shareholders shall have the right (a “Put RightProperty”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence The Steelhead Put Right shall be exercised by delivery by Steelhead to Xxxxxxxxxx, attention of its Manager, of a Put Event, at written notice stating the request number of the KO Shareholders, the parties shall cause acres in the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to Property and a map indicating the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience Property that is included in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Steelhead Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businessesRight. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the delivery date of the request by the KO Shareholders that the Put Price notice to Xxxxxxxxxx shall be determined. (ii) If the Shares deemed to be purchase by the Majority Shareholders pursuant to exercise date of the Steelhead Put Right are shares of Series B Stock, (the Put Price shall be the Market Value of such shares of Series B Stock“Exercise Date”). (c) If The purchase price for the KO Shareholders Put Property payable by Xxxxxxxxxx upon any exercise of the Steelhead Put Right shall be Three Thousand Dollars ($3,000) per acre (or portion thereof). (d) The purchase price for purposes the Put Property shall be paid to Steelhead in immediately available funds to the account of Steelhead not later than fifteen (15) days following the Exercise Date. 23.2 In connection with any exercise of the Steelhead Put Right, Xxxxxxxxxx agrees that Steelhead shall have no obligation to provide to Xxxxxxxxxx any information concerning Steelhead or the Put Property. Xxxxxxxxxx shall rely solely on its own investigation of the Premises and understands that it may be obligated to purchase all or part of the Premises at any time during the term of this Agreement consent in writing Lease. 23.3 In consideration of payment of the purchase price for the Put Property, Steelhead shall deliver to a Xxxxxxxxxx evidence of title to the Put EventProperty, such prior written consent duly endorsed for transfer to Xxxxxxxxxx. Upon closing of the Steelhead Put Right, this Lease shall terminate with respect to the Put Property and, if not all of the Premises, then this Lease and the rent hereunder shall be deemed abated in an amount equal to the rent provided for in Section 2.2 multiplied by a fraction, the numerator of which is the acreage of the Put Property and the denominator of which is the acreage of the Premises 23.4 A default in Xxxxxxxxxx’x obligation to purchase the Put Property pursuant to the Steelhead Put Right shall be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventdefault under this Lease.

Put Right. (a) Upon Without prejudice to any other rights and remedies available to any Non-Transferring Party, in the occurrence event of a Put EventProhibited Transfer, each of the KO Shareholders Non-Transferring Parties shall have the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject sell to the Put Right shall include only Transferring Party the Shares currently owned by the KO Shareholders type and any additional shares number of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice Securities equal to the Majority Shareholders number of their intention Securities such Non-Transferring Party would have been entitled to exercise their Put Right within 15 days after transfer to the date of purchaser under Section 3.1(c)(i) hereof had the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price Prohibited Transfer been effected pursuant to Section 5.1(b). (b) Upon and in compliance with the occurrence of a Put Event, at terms hereof. Such sale shall be made on the request of the KO Shareholders, the parties shall cause the Put Price to be determined as followsfollowing terms and conditions: (i) If The price per share at which the shares Securities are to be purchased sold to the Transferring Party shall be equal to the price per share paid by the Majority Shareholders purchaser to the Transferring Party in the Prohibited Transfer. The Transferring Party shall also reimburse each Non-Transferring Party for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the Put Right are shares of Series A Stock, exercise or the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration attempted exercise of such 60Non-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final Transferring Party’s rights under Section 3 and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5. (ii) If Each Non-Transferring Party shall, if exercising the Shares option created hereby, deliver to the Transferring Party within ninety (90) days after the later of the dates on which such Non-Transferring Party (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Securities to be purchase transferred by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockNon-Transferring Party. (ciii) If The Transferring Party shall, promptly upon receipt of the KO Shareholders shall notice described in subsection 5.2(ii) above from the Non-Transferring Party(ies) exercising the option created hereby, pay to each such Non-Transferring Party the aggregate purchase price for purposes the Securities to be sold by such Non-Transferring Party, and the amount of this Agreement consent reimbursable fees and expenses, as specified in writing subparagraph 5.2(i), in cash or by other means acceptable to a Put Eventsuch Non-Transferring Party. (iv) Upon receipt of full payment of the amount due from the Transferring Party, such prior written consent Non-Transferring Party shall be deemed deliver to the Transferring Party the Convertible Notes, certificate or certificates representing Securities to be sold, together with a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that transfer form signed by such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventNon-Transferring Party.

Put Right. (a) Upon Subject to Section 2(e) hereof, during the occurrence period beginning on January 1, 2016 and ending on the earlier of a Put Event(i) January 1, 2019 and (ii) the KO Shareholders IPO Date, each Management Member shall have the right (a “Put Right”) right, but not the obligation, to sell to the Company, and to require the Majority Shareholders Company to purchase allfrom such Management Member, but not less than allfrom time to time, that number of such Management Member’s Initial Management Shares or Converted Shares in respect thereof that such Management Member desires to sell at a price per share equal to the price per share paid pursuant to Section 2(a) of the shares of Andina stock owned by them (except as provided in Subscription Agreement, taking into account any adjustments thereto pursuant to Section 2(b) thereof and with appropriate adjustments for any dividends, splits, reverse splits, combinations, recapitalizations, and the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days like occurring after the date of hereof (the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put “Purchase Price pursuant to Section 5.1(bPer Share”). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price Subject to be determined as follows: (iSection 2(e) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders orhereof, if the KO Shareholders Company has not consummated its Initial Public Offering before January 1, 2019, then, during the period beginning on January 1, 2019 and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, ending on the one handIPO Date, each Management Member shall have the right, but not the obligation, to sell to the Company, and to require the KO ShareholdersCompany to purchase from such Management Member, on the other handfrom time to time, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration that number of such 60-day term, the two firms shall, Management Member’s Initial Management Shares or Converted Shares in good faith, select respect thereof that such Management Member desires to sell at a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding price per share equal to the parties. The cost greater of such investment banking firm(s(x) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Fair Market Value of such shares Initial Management Shares or Converted Shares in respect thereof on the date of Series exercise and (y) the Purchase Price Per Share. A Management Member may irrevocably waive his or her right to require the Company to purchase such Management Member’s Initial Management Shares or Converted Shares in respect thereof at the Purchase Price Per Share by executing and returning to the Company a completed waiver in the form of Exhibit B Stockattached hereto. For the avoidance of doubt, if a Management Member irrevocably waives such right, such Management Member shall nonetheless retain the right to require the Company to purchase such Management Member’s Initial Management Shares or Converted Shares in respect thereof at the Fair Market Value of such Initial Management Shares or Converted Shares in respect thereof in accordance with the first sentence of this Section 2(b). (c) If Subject to Section 2(e) hereof, if, following the KO Shareholders shall IPO Date, the Initial Management Shares or Converted Shares in respect thereof are not fully and freely tradable securities (without regard to any unexercised rights of the Management Member pursuant to Section 8 hereof) that are (1) listed on an established national or international securities exchange and (2) transferable without restriction or limitation (other than (x) any contractual obligations pursuant to an underwriter’s or similar lock-up agreement entered into by such Management Member that prohibit the sale of Initial Management Shares or Converted Shares in respect thereof for purposes up to one hundred eighty (180) days, (y) any inability to sell Initial Management Shares or Converted Shares in respect thereof because of this Agreement consent in writing the Management Member’s possession of material non-public information or (z) reasonable and temporary blackout periods established pursuant to a Put EventTrading Policy (“Tradeable Securities”), such prior written consent shall be deemed to be a waiver then, beginning on the later of their Put Right for purposes (i) the IPO Date and (ii) January 1, 2016 and ending on the third anniversary of the transaction as later of (x) the IPO Date and (y) January 1, 2016, each Management Member shall have the right, but not the obligation, to which written consent has been given; providedsell to the Company, howeverand to require the Company to purchase from such Management Member, from time to time, that number of such written consent shall Management Member’s Initial Management Shares or Converted Shares in respect thereof that are not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.fully and freely tradable as described

Put Right. (aA) Upon Except as otherwise provided herein, if Employee’s employment by the occurrence of a Put EventCompany is terminated pursuant to Section 5(b), (c), (e), (f), (g) or (h), then Employee or his estate, as the KO Shareholders case may be, shall have the right (a the “Put Right”), for six months following the Date of Termination, (A) to require the Majority Shareholders sell to purchase allHoldings, but not less than alland Holdings shall be required to purchase, on one occasion, all or any portion, as specified by Employee or his estate, of the shares of Andina stock owned Common Stock then held by them (except Employee or his estate, as provided in the next sentence) case may be, at the Put Price and (calculated on a per share basisB) to require Holdings to pay to Employee or his estate, as determined in Section 5.1(b). For purposes the case may be, an amount equal to the Employee Option Excess Price with respect to the termination of this Section 5.1all or any portion, as specified by Employee, of the Shareholders agree that outstanding vested Employee Options then held by Employee or his estate, as the shares case may be. (B) Employee or his estate, as the case may be, shall send written notice to Holdings of Andina stock subject his or its intention to exercise the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional to sell shares of Andina capital stock acquired by Common Stock and/or to terminate Employee Options (the KO Shareholders through the exercise of their preemptive rights“Redemption Notice”). The KO Shareholders completion of the purchase shall give take place on the tenth day after the actual date of delivery of the Redemption Notice against delivery of certificates or other instruments representing the Common Stock so purchased and appropriate documents canceling the Employee Options so terminated, appropriately endorsed or executed by Employee or his estate, or his or its duly authorized representative. Subject to Section 7(c)(ii)(C), payment of the aggregate Put Price for all Common Stock repurchased pursuant to a Redemption Notice shall be paid within ten (10) days following the determination of Fair Market Value by wire transfer of immediately available funds in the appropriate amount to an account designated by Employee or his estate, as the case may be. Payments with respect to Employee Options as described above shall be paid in substantially equal installments on the first business day of the month over the 180 day period following the determination of Fair Market Value by wire transfer of immediately available funds in the appropriate amount to an account designated by Employee or his estate, as the case may be. (C) Notwithstanding anything to the contrary herein, if the Board of Directors of Holdings in good faith determines that the repurchase by Holdings of Common Stock pursuant to a Redemption Notice: (I) is prohibited by applicable law restricting the purchase by a corporation of its own shares; or (II) prior to the first to occur of an Initial Public Offering or a Change of Control, would violate or cause a default under any of Holdings’ or any of Holdings’ Subsidiaries’ material debt agreements, indentures and other agreements or instruments evidencing material indebtedness of Holdings or any of its Subsidiaries, as such agreements, indentures and instruments may be amended or modified from time to time in accordance with their terms (collectively, “Financing Documents”) (the events described in (I) and (II) above each constitute a “Repurchase Disability”), then Holdings shall notify Employee in writing (a “Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. Holdings shall thereafter repurchase the Common Stock described in the Redemption Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or Holdings may elect, but shall have no obligation, to cause its nominee to repurchase the Common Stock while any Repurchase Disabilities continue to exist). In the event Holdings or its nominee does not repurchase the Common Stock due to a Repurchase Disability, (1) Holdings shall provide written notice to Employee as soon as practicable after all Repurchase Disabilities cease to exist (the Majority Shareholders “Reinstatement Notice”); (2) the Fair Market Value shall be determined as of their intention to exercise their Put Right within 15 days after the date the Reinstatement Notice is delivered to Employee, which Fair Market Value shall be used to determine the Put Price and (3) the completion of the first meeting of repurchase pursuant to the KO Board of Directors which is held at least 30 Redemption Notice shall occur on a date specified by Holdings within 10 days after the date upon which the KO Shareholders receive written notice of following the determination of the Put Price pursuant Fair Market Value of the Common Stock; provided, however, that the number of shares of Common Stock subject to repurchase under this Section 5.1(b7(c)(ii) shall be that number of shares of Common Stock held by Employee or his estate, as the case may be, at the effective date of the Redemption Notice in accordance with this Section 7(c)(ii). (bD) Upon Notwithstanding the occurrence foregoing, to the extent that Holdings’ repurchase of Common Stock pursuant to a Put EventRedemption Notice may be made in part without creating or causing a Repurchase Disability, at Holdings shall make such repurchases to the request fullest extent without creating or causing a Repurchase Disability. (E) Notwithstanding anything to the contrary in the Management Stockholders Agreement, if the Company shall exercise the Call Right pursuant to Section 2(c) of the KO ShareholdersManagement Stockholders Agreement, the parties Employee shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to have the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, specified herein as if the KO Shareholders and the Majority Shareholders are unable he terminated his employment pursuant to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(sSection 5(g) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer Agreement as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders Change of Control pursuant to the Put which such Call Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stockis exercised. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon Without prejudice to any other rights and remedies available to the occurrence Preferred Holders, in the event of a Put EventProhibited Transfer, the KO Shareholders each Preferred Holder shall have the right to sell to the Transferring Holder the type and number of Equity Securities equal to the number of Equity Securities such Preferred Holder would have been entitled to transfer to the third-party Transferee under Section 4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a “Put Right”a) The price per share at which the Equity Securities are to require be sold to the Majority Shareholders Transferring Holder shall be equal to purchase all, but not less than all, of the shares of Andina stock owned price per share paid by them (except as provided the third-party Transferee to the Transferring Holder in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b)Prohibited Transfer. For purposes of this Section 5.1The Transferring Holder shall also reimburse each Preferred Holder for any and all reasonable fees and expense, the Shareholders agree that the shares of Andina stock subject including legal fees and out-of-pocket expenses, incurred pursuant to the Put Right shall include only exercise or the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the attempted exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to such Preferred Holder’s rights under Section 5.1(b)3 and Section 4. (b) Upon Within ninety (90) days after the occurrence of a Put Event, at the request later of the KO Shareholders, date on which the parties shall cause the Put Price to be determined as follows: Preferred Holder (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination receives notice of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker Prohibited Transfer or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If otherwise becomes aware of the Shares Prohibited Transfer, such Preferred Holder shall, if exercising its rights under this Section 7, deliver to the Transferring Holder the certificate or certificates and instruments of transfer properly endorsed for transfer representing the Equity Securities to be purchase sold under this Section 7 by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockPreferred Holder. (c) If The Transferring Holder shall, within seven (7) Business Days upon receipt of the KO Shareholders shall certificate or certificates and instruments of transfer for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed the Equity Securities to be sold by a waiver Preferred Holder pursuant to this Section 7, pay the aggregate purchase price therefor and the amount of their Put Right for purposes reimbursable fees and expenses, as specified in Section 7.3(a), in cash or by other means acceptable to the Preferred Holder. The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) Business Days reissue certificates, as applicable, to the transaction as Transferring Holder and the Preferred Holder reflecting the new securities held by them giving effect to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventtransfer.

Put Right. (a) Upon At any time during the occurrence of a Put EventInitial Put/Call Period, the KO Shareholders shall have the right (a “Put Right”) to Seller may require the Majority Shareholders FAT Brands to purchase allthe Initial Put/Call Shares at a price equal to the Initial Put/Call Price, but not less than all, of on the shares of Andina stock owned by them (except as provided in terms and subject to the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes conditions of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)3. (b) Upon At any time during the occurrence of Secondary Put/Call Period, Seller may require FAT Brands to purchase the Secondary Put/Call Shares at a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant price equal to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Secondary Put/Call Price, the Majority Shareholders, on the one hand, terms and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding subject to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms conditions of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockSection 3. (c) If Seller desires to exercise its rights under Section 3(a) or Section 3(b) Seller shall give FAT Brands written notice of its election to sell to FAT Brands the KO Shareholders Initial Put Shares or Secondary Put Shares, as applicable, (each, a “Put Notice”), which Put Notice shall for purposes be delivered prior to the end of this Agreement consent in writing the Initial Put Period or the Secondary Put Period, as applicable. (d) The Put/Call Closing of the Initial Put Shares or Secondary Put Shares, as applicable, shall take place virtually via the exchange of executed documents and other deliverables by PDF or other means of electronic delivery and wire transfer of funds on the applicable closing date. Subject to the timely delivery of a Put EventNotice, the Put/Call Closing of the Initial Put Shares shall take place on March 31, 2022. Subject to the timely delivery of a Put Notice, the Put/Call Closing of the Secondary Put Shares shall take place on September 30, 2022. (e) At each Put/Call Closing, Seller shall (i) deliver to FAT Brands instrument(s) of transfer, in customary form, sufficient to transfer the Initial Put/Call Shares and the Secondary Put/Call Shares, as applicable, to FAT Brands free and clear of all Liens, other than Liens arising under applicable securities Laws, (ii) execute and deliver to FAT Brands a certificate in customary form containing only customary representations and warranties with respect to title to, and ownership of, the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, authorization, execution and delivery of relevant documents and enforceability of such documents and (iii) execute such other customary certificates and documents and take such other customary actions as may be reasonably requested by FAT Brands to consummate such transactions. (f) FAT Brands shall, concurrently with the receipt of such instrument(s) of transfer, pay to Seller the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. Payment shall be made in U.S. dollars by FAT Brands in cash by wire transfer of immediately available funds to an account designated by Seller at least two (2) Business Days prior written consent to the Put/Call Closing. (g) If Seller satisfies the requirements set forth in Section 3(e) and FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date, the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, shall accrue interest at the rate of 10% per annum from the date such Put/Call Closing should have occurred until the date on which such Put/Call Closing actually occurs, which interest shall be payable in cash monthly on the first day of each month each calendar month until the date of such Put/Call Closing upon which any such unpaid interest shall be paid and payable together with the Initial Put/Call Price or the Secondary Put/Call Price, as applicable. (h) If FAT Brands makes available, at the time and place and in the amount and form provided herein, the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, to be purchased in accordance with this Section 3, then from and after such txxx Xxxxxx shall no longer have any rights as a holder of the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable (other than the right of Seller to receive payment of such consideration in accordance herewith) and the Initial Put/Call Shares or Secondary Put/Call Shares, as applicable, shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not instrument(s) of transfer with respect thereto have been delivered as required hereby; provided that, FAT Brands irrevocably deposits the Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, with a nationally recognized escrow agent or trust company with irrevocable instructions in customary form to such escrow agent or trust company that such Initial Put/Call Price and/or the Secondary Put/Call Price, as applicable, be a waiver of their Put Right for purposes paid to Seller immediately upon Seller’s delivery of the transaction requisite instruments of transfer contemplated hereby. (i) Notwithstanding the foregoing or anything herein to the contrary, if Seller exercises its put right in accordance with this Section 3, FAT Brands does not make the Initial Put/Call Price or the Secondary Put/Call Price, as applicable, available to Seller on the applicable Put/Call Closing date in accordance herewith (a “Put Default”), Seller may sell the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, to one or more third party(ies) without restriction hereunder. Upon any such sale, FAT Brands’ obligations to Seller under this Section 3 with respect to the Initial Put/Call Shares or the Secondary Put/Call Shares, as applicable, shall terminate and be of no further force and effect unless (x) the assignee thereof agrees in writing to be bound by the terms and conditions of this Agreement in place of Seller and (y) Seller, on behalf of itself and not, for the avoidance of doubt, such transferee and assignee (and without implicating such transferee’s and assignee’s rights hereunder) waives any and all claims of any type Seller may have for matters related to its rights hereunder with respect to such shares for periods prior to such sale, in which written consent has been given; provided, however, that such written consent case FAT Brands’ obligations to Seller under this Section 3 shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventso terminate and shall remain in full force and effect.

Put Right. (a) Upon the occurrence of the Put Trigger (defined below), and for a Put Eventperiod of thirty (30) days thereafter, the KO Shareholders Buyer shall have the right (a the “Put Right”) ), but not the obligation, to require the Majority Shareholders cause Seller to purchase repurchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) Shares at the Put Price (calculated on a per share basis) as determined in Section 5.1(b)Purchase Price. For purposes of this Section 5.17, the Shareholders agree that “Put Trigger” shall occur if (i) the Company fails for any reason to commence a tender offer under the Securities Exchange Act of 1934, as amended (the “Offer”), for at least 27 million of its outstanding shares of Common Stock at a price of $1.20 per share (the “Tender Price”) within ten (10) business days after the Closing Date, or (ii) having commenced the Offer, the Company for any reason withdraws or terminates the Offer without having purchased the shares of Andina stock subject Common Stock tendered pursuant thereto at the Tender Price on the terms outlined in the Offer (other than shares not purchased pursuant to the Put Right shall include only proration procedures outlined in the Shares currently owned by Offer), or (iii) the KO Shareholders Company for any reason has not completed the Offer (and any additional purchased the shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice tendered pursuant thereto, other than due to the Majority Shareholders of their intention to exercise their Put Right within 15 days after proration procedures in the date Offer, at the Tender Price) on the terms outlined therein by November 15, 2014 such that Buyer owns a majority of the first meeting Common Stock of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)Company then outstanding. (b) Upon If Buyer desires to sell the occurrence of Shares pursuant to Section 7(a), Buyer shall deliver to Seller a written notice (the “Put EventExercise Notice”) exercising the Put Right. By delivering the Put Exercise Notice, Buyer represents and warrants to Seller that, at the request time of such notice and at the KO Shareholders, the parties shall cause time the Put Price to be determined as follows: Right is settled, (i) If Buyer has and will have good and marketable title to the shares Shares, free and clear of any and all Liens other than Liens caused or incurred by Seller, and (ii) Buyer has the full right, power and authority to be purchased by convey and sell the Majority Shareholders Shares pursuant to the Put Right are shares hereunder, and upon consummation of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination exercise of the Put PriceRight, the Majority Shareholders, on the one hand, Seller will acquire from Buyer good and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding marketable title to the parties. The cost Shares, free and clear of such investment banking firm(s) shall be borne equally all Liens other than Liens caused or incurred by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockSeller. (c) If The closing of any sale of Shares pursuant to this Section 7 shall take place no later than 5 business days following receipt by Seller of the KO Shareholders shall for purposes Put Exercise Notice. For the avoidance of this Agreement consent in writing to doubt, a Put Event, such prior written consent Exercise Notice delivered within the thirty (30) day period described in Section 7(a) shall be valid even if the closing of the sale of Shares thereunder occurs after the expiration of such period. Seller shall give Buyer at least three (3) business days’ written notice of the date of closing (the “Put Right Closing Date”). (d) Seller will pay the Purchase Price for the Shares by wire transfer of immediately available funds on the Put Right Closing Date. (e) Seller and Buyer shall each take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 7 including, without limitation, entering into agreements and delivering certificates and instruments as may be deemed necessary or appropriate. (f) At the closing of any sale and purchase pursuant to this Section 7, Buyer shall deliver to Seller a certificate or certificates representing the Shares to be a waiver sold (if any), accompanied by stock powers, against receipt of their the Purchase Price. (g) Seller shall not distribute, transfer, pledge, encumber or otherwise subject to any Lien any portion of the Purchase Price until such time as the Put Right for purposes may no longer be exercised pursuant to Section 7(a) above. (h) Seller will not avoid or seek to avoid the observance or performance of any of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed provisions to be a waiver observed or performed by it under Section 6 or Section 7, but will at all times in good faith carry out of their all the provisions of Section 6 and Section 7 and will take all such action as may be necessary or appropriate to permit and facilitate any valid exercise by Buyer of the Put Right for purposes of any other transaction which might be deemed to constitute a Put EventRight.

Put Right. (a) Upon Subject to the occurrence terms and conditions of a Put Eventthis Agreement, the KO Shareholders Soaring Wings shall have the right (a but not the obligation), upon written notice to Parent (the “Put RightNotice”) given at any time before the Put Deadline (as defined below), to require force Parent to purchase, for cash, at the Majority Shareholders to purchase allPut Closing (as defined below), but not less than all, all or any portion of the shares of Andina stock owned ARC Stock received by them (except as provided in Soaring Wings under Section 1.2(c) of the next sentenceAsset Purchase Agreement or Section 15 of this Agreement. In the event Soaring Wings receives ARC Stock pursuant to Section 1.2(c) of the Asset Purchase Agreement and puts all of such ARC Stock to Parent, then the amount payable by Parent to Soaring Wings at the Put Closing shall be equal to the Put Price (calculated on a per share basis) as determined in Section 5.1(bdefined below). For purposes In the event Soaring Wings elects to put only a portion of this Section 5.1such shares to Purchaser, either because Soaring Wings received Contingent Cash Consideration on one or more of such anniversaries, Soaring Wings sold some of the Shareholders agree that ARC Stock, Soaring Wings elected to retain some of the shares ARC Stock and put only a portion of Andina stock subject the ARC Stock to Parent, and/or for any other reason, then the amount payable by Parent to Soaring Wings at the Put Right shall include only Closing will calculated in the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). following manner: (bx) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, multiplied by (y) a fraction, the Majority Shareholders, on numerator of which is the one handnumber of shares of ARC Stock put to Parent by Soaring Wings hereunder, and the KO Shareholders, on denominator of which is the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder number of shares of Series A ARC Stock would receive upon received by Soaring Wings under the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as Asset Purchase Agreement had Soaring Wings received ARC Stock on each of the date 1st, 2nd and 3rd anniversaries of the request Closing Date. Upon the mutual written agreement of Parent and Soaring Wings, the deadline for Soaring Wings delivering the Put Notice may be extended beyond the Put Deadline, in which case the Put Closing will be a day selected by the KO Shareholders that Parent and Soaring Wings (but in no event later than 14 days after the end of new Put Deadline). The amount payable by Parent to Soaring Wings at the Put Price Closing shall be determined. (ii) If the Shares referred to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stockherein as, the “Put Price shall be the Market Value of such shares of Series B StockPayment”. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon Unless on or before the Trigger Event Date (as hereinafter defined), all of the Obligations (as hereinafter defined), including, without limitation, all obligations of Borrower to Lender or any affiliate of Lender under any interest rate swap transaction or other interest rate hedging transaction entered into between Borrower and Lender or any affiliate of Lender ("Swap Transaction") have been paid and satisfied in full, then, within thirty (30) days after receipt of written demand from the Lender after the occurrence of a Put EventTrigger Event Date, Purchaser shall purchase the KO Shareholders shall have Loan Rights (as hereinafter defined) from the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject Lender for an amount equal to the Put Right shall include only the Shares currently owned by the KO Shareholders aggregate amount of all outstanding principal, accrued and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice unpaid interest, fees, costs and other amounts due and payable to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders Lender pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer Loan Documents as of the date of Loan Transfer (as hereinafter defined), including, without limitation, amounts owing by Borrower in connection with any Swap Transaction, amounts owing to the request Lender for reimbursement of advances made by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders Lender pursuant to the Put Right are shares Loan Documents (such as, for example, and without limitation, advances for real property taxes, insurance premiums and security and repair costs that may be paid by the Lender), and other amounts owing to the Lender under the Loan Documents whether pursuant to the exercise of Series B Stockthe rights and remedies of the Lender or otherwise (collectively. the "Purchase Price"). The reference in Recital Paragraph A above to "Principal Amount" is not intended to limit the amount of the Purchase Price payable hereunder. After the occurrence of a Trigger Event Date of which the Lender has actual knowledge, the Put Lender shall make no additional advances under the Loan Documents to the Borrower, unless such advances are made to protect and preserve Xxxxxx's collateral for the Loan. Notwithstanding the foregoing, Lender shall not hereafter make any Borrower-requested advance or draw of the Loan to Borrower if the outstanding principal balance of the Loan exceeds the Principal Amount, or if such advance would cause the outstanding principal balance of the Loan to exceed the Principal Amount, without Purchaser's prior written consent. If Purchaser fails to purchase the Loan Rights (and pay the Purchase Price in full) within such thirty (30) day period, interest shall accrue and be payable on the Market Value Purchase Price at the same rate as is then payable on amounts outstanding under the Loan Documents. Simultaneously with receipt by the Lender of such shares the Purchase Price from Purchaser, and as a condition to Purchaser's obligation to pay the Purchase Price, the Lender, pursuant to documents reasonably acceptable to Purchaser and the Lender (including the original Note endorsed to the order of Series B Stock. the Purchaser) (cthe "Transfer Documents"), shall transfer, grant, sell, convey and assign to Purchaser (the "Loan Transfer") If all of the KO Shareholders shall Loan Rights (as hereinafter defined), without recourse, representation or warranty of any kind or nature whatsoever, except for the representations and warranties set forth in Section 4.1 below. For the purposes of this Agreement consent in writing to a Put Agreement, (i) the term "Trigger Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. Beginning on the 18-month anniversary of the Closing and ending at 5:00 p.m., San Francisco, California time on the fifth Business Day thereafter, any Holder may notify OpenTV in writing that it desires that OpenTV purchase from it and/or the Escrow Agent all or any of the Consideration Shares, including any Escrowed Shares remaining subject to the Escrow Agreement, that have not been sold prior to the time of such notice at a per share price equal to the Guaranteed Amount for such Consideration Shares (a) a "Put Notice"). Upon the occurrence valid receipt of a Put EventNotice, OpenTV shall purchase, and the Holder and/or the Escrow Agent shall sell, the KO Shareholders shall have Consideration Shares specified in such notice (the right (a “"Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentenceShares") at a closing to be held at 10:00 a.m., New York City time, at the Put Price (calculated offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days third Business Day after the date of receipt of such Put Notice. OpenTV and the first meeting of Holder shall execute a customary agreement for the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination purchase and sale of the Put Price pursuant to Section 5.1(b). (b) Upon Shares being sold by such Holder, which agreement shall contain representations and warranties on the occurrence part of a the Holder that such Put EventShares are, and will be at the request closing of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller Put Shares to OpenTV, owned by such Holder, beneficially and a willing buyer as of record, and are, and at the time of such closing will be, free and clear of any liens or restrictions whatsoever. At the closing, against receipt of the date Put Shares, OpenTV shall pay, or cause to be paid, such Holder, and/or deliver or cause to be delivered to the Escrow Agent, the aggregate Guaranteed Amount for such Put Shares. Any amounts to be paid pursuant to this Section 2.05 by OpenTV to a Holder shall be paid out of the request Liquidity Escrow Fund as specified in Section 2.06 to the extent there are funds available therefor in the Liquidity Escrow Fund. The parties will execute such instructions as are necessary in order to effect any sale of Put Shares by the KO Shareholders that the Put Price be determined. (ii) If the Shares Escrow Agent to be purchase by the Majority Shareholders OpenTV pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stockthis Section 2.05. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. FS Affiliate shall have the following Put Right: (ai) Upon the occurrence of a Put Event, the KO Shareholders FS Affiliate shall have the right to cause Borrower to repurchase all (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, ) of the shares of Andina stock owned by them Shares (except as provided in the next sentence"PUT RIGHT") at a price equal to $60,000.00 (the "REPURCHASE PRICE"); PROVIDED, HOWEVER, that (1) no Put Price Closing (calculated on a per share basisas hereinafter defined) as determined in Section 5.1(bshall occur prior to December 31, 1999 (the "EXERCISE DATE"). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to and (2) the Put Right shall include only expire if, at any time from April 14, 1999 until the Shares currently owned by Exercise Date, the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date closing price per share of the first meeting of the KO Board of Directors which Common Stock is held at least 30 greater than or equal to $8.00 per share for 15 consecutive trading days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of as quoted by NASDAQ or a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedsimilar service. (ii) If FS Affiliate desires to exercise the Put Right, FS Affiliate shall provide notice in writing (the "PUT NOTICE") by first class mail, postage prepaid, to Borrower, on or prior to the Exercise Date. The Put Right shall be exercised, if at all, on or before the Exercise Date. (iii) If Borrower receives a Put Notice pursuant to CLAUSE (C)(II) above, it shall deliver to FS Affiliate, by first class mail, postage prepaid, mailed as soon as practicable and if possible within ten (10) days of the receipt by Borrower of the Put Notice, a notice stating: (A) the date as of which such repurchase shall occur (which date (the "PUT CLOSING") shall not be more than ten (10) days following the Exercise Date); and (B) the place where the certificate or certificates representing the Shares are to be purchase surrendered for payment. (iv) At the Put Closing, FS Affiliate shall deliver to Borrower the certificate or certificates representing the Shares and Borrower shall deliver to FS Affiliate an amount equal to the "Repurchase Price" by wire transfer of immediately available funds to an account designated by FS Affiliate. (v) Borrower shall not (and shall not permit any Affiliate of Borrower to) enter into any contract or other consensual arrangement that by its terms restricts Borrower's ability to honor the Majority Shareholders pursuant Put Right. (vi) No Person other than FS Affiliate (for the benefit of Agent and Lenders) is intended to be a beneficiary of the Put Right. FS Affiliate may not assign the Put Right are shares of Series B Stock, without the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventBorrower.

Put Right. The Bank shall have the option to sell and require the Company to purchase (athe "Put Right") Upon a Borrower's Loan in whole or in part to the Company upon the occurrence of any of the following events: (i) nonpayment of interest on such Borrower's Loan which is uncured for ninety (90) days; (ii) the filing by such Borrower of a voluntary petition under Title 11; (iii) the commencement of a case against such Borrower under Title 11 (x) resulting in an order for relief which shall not have been stayed or dismissed within sixty (60) days or (y) in which an order for relief shall not have been entered and which shall not have been stayed or dismissed within sixty (60) days after the commencement thereof; (iv) failure by such Borrower to pay the Outstanding Amount at maturity or within thirty (30) days of acceleration in accordance with this Agreement; (v) the Company's breach of performance of its obligations in connection with a Put EventRight on any Loan, together with its failure to cure within ten (10) days of written notice of such default received by the KO Shareholders Company from the Bank; (vi) failure by such Borrower to pledge additional Shares as Collateral when required to do so as a result of a decrease in the Fair Market Value per Share and failure to cure such default within ten (10) days of written notice of such default received by the Borrower from the Bank; or (vii) a default and acceleration of the indebtedness under the Credit Agreement or, at such time as the Credit Agreement indebtedness shall have been paid in full and not refunded or refinanced and the right commitments with respect thereto have been terminated, an event shall have occurred which would have been a default under the deemed Credit Agreement and the expiration of all applicable periods of grace shall have occurred such that the lenders thereunder would have be permitted to accelerate the indebtedness thereunder (in the case of each of (i) - (vii), a “"Putable Loan"). At the closing of a Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right provisions of Section 4a of this Agreement, the Company shall include only purchase the Shares currently owned by Putable Loan from the KO Shareholders and any additional shares Bank for an amount equal to (i) the Outstanding Amount of Andina capital stock acquired by the KO Shareholders Putable Loan, plus (ii) interest accrued, through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of purchase, on such Putable Loan not to exceed one year's interest; PROVIDED, HOWEVER, that if the first meeting principal amount of the KO Board of Directors which is held at least 30 days after Putable Loan exceeds the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO ShareholdersCeiling Amount, the parties Company shall cause purchase the Put Price Putable Loan from the Bank for an amount equal to be determined as follows: (i) If the shares to be purchased by Ceiling Amount, plus (ii) interest accrued, through the Majority Shareholders pursuant to the Put Right are shares date of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholderspurchase, on the Ceiling Amount not to exceed one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedyear's interest. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon Put of the occurrence of a Series A Preferred Units. At any time from and after the Put EventRight Commencement Date, upon written notice (the KO Shareholders shall have the right (a “Put RightNotice”) to the Company, the Requisite Series A Preferred Holders may elect to require the Majority Shareholders Company to purchase allpurchase, out of funds lawfully available therefor, all (but not less than all, ) of the shares outstanding Series A Preferred Units (the “Put Right”). Any exercise of Andina stock owned by them (except as provided in the next sentence) at the Put Right shall be at a price per Series A Preferred Unit (the “Put Price”) equal to the Series A Preferred Issue Price (calculated on a per share basis) as determined in Section 5.1(b)plus the Accrued Preferred Return applicable to such Series A Preferred Unit up to and including the applicable Put Date. For purposes The Company shall purchase, out of this Section 5.1funds lawfully available therefor, all the Shareholders agree that the shares of Andina stock Series A Preferred Units subject to the Put Right in three equal annual installments (without interest, except as otherwise provided for herein) as follows: the first installment shall include only be made no later than ninety (90) days following the Shares currently owned by Company’s receipt of the KO Shareholders Put Notice; the second installment shall be made no later than one year following the Company’s receipt of the Put Notice; and any additional shares the third Execution Copy installment shall be made no later than two years following the Company’s receipt of Andina capital stock acquired by the KO Shareholders through Put Notice (the dates of each such installment being referred to herein as a “Put Date” and the Series A Preferred Units to be purchased on such Put Date, the “Put Units”), provided that the exercise of their preemptive rightsthe Put Right shall not limit the proceeds payable pursuant to Section 3.2 to the Holders of Series A Preferred Units upon a Liquidation or Deemed Liquidation Event completed prior to the payment in full of the Put Price with respect to any of the Put Units that have not, as of the closing of such Liquidation or Deemed Liquidation Event, been repurchased in accordance with this Section 2.3. If the Company does not have sufficient funds legally available to purchase on a Put Date all applicable Put Units, the Company (i) shall use all commercially reasonable efforts to acquire such funds promptly (including, without limitation, engaging an investment bank reasonably acceptable to the Requisite Series A Preferred Holders as the Company’s financial advisor), (ii) shall purchase a pro rata portion of each Series A Preferred Holder’s Put Units out of funds legally available therefor, based on the respective number of Put Units held by each such Series A Preferred Holder, (iii) shall purchase the remaining such Put Units as soon as practicable after the Company has funds legally available therefor and (iv) shall not make any distribution of Available Cash On Hand pursuant to Section 3.1 unless and until all such remaining Put Units have been repurchased. The KO Shareholders Put Price for any Put Units not purchased by the Company on the applicable Put Date shall give be recalculated to an amount equal to the original Put Price plus interest at the rate of eight percent (8%) per annum, compounded annually, accruing daily from and after the applicable Put Date. By written notice to the Majority Shareholders of their intention Company, the Requisite Series A Preferred Holders may elect to exercise their rescind the Put Right within 15 days after the date of the first meeting of the KO Board of Directors Notice at any time with respect to any and all Put Units for which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience has not been paid in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer full as of the date time of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant such notice. Notwithstanding anything contained herein to the contrary, any Series A Preferred Units which are not repurchased upon a Put Right are shares of Series B Stock, the Put Price Date shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall remain outstanding for all purposes of this Agreement consent in writing to a Put Event, such prior written consent and shall be deemed entitled to be a waiver of their Put Right for purposes of all rights and privileges specified herein until such Series A Preferred Units are actually repurchased by the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventCompany.

Put Right. (a) Upon the occurrence of a Put Event, Officer shall have the KO Shareholders option (the "Put Option"), exercisable at any time before the 90th day after the Put Event, to sell to the Company all or part (in each case, subject to Section 2(e)) of his Continuing Company Shares at a price calculated in accordance with the provisions of Section 2(d); provided, however, that if Officer fails to exercise such Put Option (other than with respect to a Put Event described in clause (iii) of the definition of Put Event) or exercises such Put Option for less than all of his Continuing Company Shares, Officer shall not have the right to require the Company to purchase any shares upon the occurrence of any future Put Event. If Officer exercises the Put Option within the specified period by giving notice (the "Put Notice") to the Company of his or her election to do so (the date such notice is given is the "Put Date"), the Company shall be required to purchase all (but, subject to Section 2(e), not less than all) of the Continuing Company Shares specified by Officer in the Put Notice (which may include Continuing Company Shares owned by Officer as of the Put Date and/or Continuing Company Shares to be acquired by the Officer pursuant to option exercises after the Put Date but on or before the Put Closing), such purchase to be effected in the manner, upon the terms and for the consideration set forth hereafter. In the event of Officer's death, Officer's heirs or beneficiaries shall have the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at exercise the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)Option described above. (b) Upon The consummation of any purchase required under this Section 2 shall be held at a "Put Closing", and the occurrence of a time and date upon which the Put Event, Closing shall take place shall constitute the "Put Closing Date". The Put Closing shall be held at the request principal office of the KO ShareholdersCompany on the date designated by Officer in the Put Notice or on such other date as shall be mutually agreed upon in writing by the Company and Officer; provided, however, that the Put Closing Date shall not be more than 30 days (or a period of such additional length as reasonably necessary to complete the additional valuations contemplated in the definition of Net Asset Value) nor less than three days after the delivery of the Put Notice. In addition to providing the Put Closing Date, the parties Put Notice shall cause set forth the Put Price to be determined as follows: (i) If the number of shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders Company and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Purchase Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker (as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stockdefined below). (c) If At the KO Shareholders Put Closing, Officer shall present to the Company all share certificates for purposes Continuing Company Shares required to be purchased, duly endorsed in blank and in proper form for transfer, or with separate stock powers attached, duly endorsed in blank and in proper form for transfer, free and clear of this Agreement consent any encumbrances. At the Put Closing, the Company, upon receipt of a conforming tender from Officer, shall tender full payment of the Purchase Price in writing immediately available funds by confirmed wire transfer to a bank account to be designated by Officer (such designation to occur no later than the second business day prior to the Put Event, such prior written consent Closing Date). (d) The total purchase price (the "Purchase Price") for all the shares of Common Stock to be purchased pursuant to this Section 2 shall be deemed equal to the number of shares of Continuing Company Shares held by, or issuable to, Officer which are subject to the Put Closing multiplied by the Price Per Share. The "Price Per Share" shall be a waiver of their Put Right for purposes equal to the Net Asset Value divided by the Fully- Diluted Outstanding Share Amount, each determined as of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventDate.

Put Right. (a) Upon the occurrence of a Put Event, the KO Shareholders Executive shall have the option (the "Put Option"), exercisable at any time before the 90th day after the Put Event, to sell to the Company all or part (in each case, subject to Section 18(e)) of his Continuing Company Shares at a price calculated in accordance with the provisions of Section 18(d); provided, however, that if Executive fails to exercise such Put Option (other than with respect to a Put Event described in clause (C) of the definition of Put Event) or exercises such Put Option for less than all of his Continuing Company Shares, Executive shall not have the right (a “Put Right”) to require the Majority Shareholders Company to purchase allany shares upon the occurrence of any future Put Event. If Executive exercises the Put Option within the specified period by giving notice (the "Put Notice") to the Company of his or her election to do so (the date such notice is given is the "Put Date"), but the Company shall be required to purchase all (but, subject to Section 18(e), not less than all, ) of the shares of Andina stock owned Continuing Company Shares specified by them (except as provided Executive in the next sentence) at Put Notice, such purchase to be effected in the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1manner, upon the Shareholders agree that terms and for the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)consideration set forth hereafter. (b) Upon The consummation of any purchase required under this Section 18 shall be held at a "Put Closing", and the occurrence of a time and date upon which the Put Event, Closing shall take place shall constitute the "Put Closing Date". The Put Closing shall be held at the request principal office of the KO ShareholdersCompany on the date designated by Executive in the Put Notice or on such other date as shall be mutually agreed upon in writing by the Company and Executive; provided, however, that the Put Closing Date shall not be more than 30 days (or a period of such additional length as reasonably necessary to complete the additional valuations contemplated in the definition of Net Asset Value) nor less than three days after the delivery of the Put Notice. In addition to providing the Put Closing Date, the parties Put Notice shall cause set forth the Put Price to be determined as follows: (i) If the number of shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders Company and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Purchase Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker (as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stockdefined below). (c) If At the KO Shareholders Put Closing, Executive shall present to the Company all share certificates or option agreements for purposes Continuing Company Shares required to be purchased, duly endorsed in blank and in proper form for transfer, or with separate stock powers attached, duly endorsed in blank and in proper form for transfer, free and clear of this Agreement consent any encumbrances. At the Put Closing, the Company, upon receipt of a conforming tender from Executive, shall tender full payment of the Purchase Price in writing immediately available funds by confirmed wire transfer to a bank account to be designated by Executive (such designation to occur no later than the second business day prior to the Put Event, such prior written consent Closing Date). (d) The total purchase price (the "Purchase Price") for all the shares of Common Stock to be purchased pursuant to this Section 18 shall be deemed equal to the number of shares of Continuing Company Shares held by, or issuable to, Executive which are subject to the Put Closing multiplied by the Price Per Share. The "Price Per Share" shall be a waiver of their Put Right for purposes equal to the Net Asset Value divided by the Fully- Diluted Outstanding Share Amount, each determined as of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventDate.

Put Right. (a) Upon i. At any time and from time to time on or after the occurrence seventh anniversary of the date of the Prior Agreement, but not after the consummation of a Put EventQualified Public Offering or a Sale of the Company, the KO Shareholders each holder of Purchaser Securities and Class B Senior Units shall have the right (a “Put Right”) to require the Majority Shareholders Company to repurchase all, but not less than all, of the outstanding Purchaser Securities and Class B Senior Units held by such holder at the Repurchase Price (as defined below) by giving written notice to the Company of such holder's exercise of this right (the "EXERCISE NOTICE"). ii. Within 10 days after receipt of an Exercise Notice, the Company shall give written notice (the "REPURCHASE NOTICE") to each other holder of Purchaser Securities and Class B Senior Units, setting forth the identity of the holder tendering such Exercise Notice, the number of Purchaser Securities and Class B Senior Units to be repurchased from such holder, and a reasonable approximation of the fair market value of the Company's assets (net of any liabilities) and of each Purchaser Security and Class B Senior Unit at the time of such Repurchase Notice. Each other holder of Purchaser Securities or Class B Senior Units shall be entitled to join in such repurchase and require the Company to purchase all, but not less than all, of the shares of Andina stock owned Purchaser Securities and Class B Senior Units held by them (except as provided in the next sentence) such holder at the Put Price (calculated same closing, at the same price, and on a per share basis) the same terms as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that holder tendering the shares of Andina stock subject to the Put Right shall include only the Shares currently owned Exercise Notice by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right giving Exercise Notice within 15 20 days after the date of the first meeting of the KO Board of Directors which is held at least 30 Repurchase Notice. iii. Promptly (but in any event within five days after the date upon which end of this 20-day period), the KO Shareholders receive Company shall send each holder of Purchaser Securities and Class B Senior Units written notice of updating the determination of information contained in the Put Price pursuant to Section 5.1(bRepurchase Notice (the "REVISED REPURCHASE NOTICE"). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty iv. Within 10 days after the request by the KO Shareholders Repurchase Price (as defined below) for the determination Purchaser Securities and Class B Senior Units to be repurchased at any repurchase hereunder has been determined as set forth below, the Company shall send a notice to each holder of Purchaser Securities and Class B Senior Units setting forth the consideration to be paid for the Purchaser Securities and Class B Senior Units to be repurchased, as well as a time and place, mutually agreeable to the Company and the holders of a majority of the Put Price, total number of Purchaser Securities and Class B Senior Units to be repurchased (treating the Majority Shareholders, on the one hand, Purchaser Securities and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select Class B Senior Units as a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall single class for purposes of this Agreement consent in writing to a Put Eventsuch consent), such prior written consent shall be deemed to be a waiver of their Put Right for purposes the closing of the transaction repurchase transaction. At the closing of the repurchase transaction, the electing holders shall sell to the Company and the Company shall purchase from such holders the Purchaser Securities and Class B Senior Units specified in the Revised Repurchase Notice at the Repurchase Price (as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventdefined below).

Put Right. (a) Upon the occurrence of At any time following a Put Trigger Event, the KO Shareholders Madison Member shall have the right right, in its sole and absolute discretion, to require TPG Member to purchase all and not less than all of Madison Member’s Interest for a purchase price equal to the Put Price (a the “Put Right”) upon a notice from Madison Member to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the TPG Member that Madison Member is exercising its Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of Right under this Section 5.1, 9.04 (the Shareholders agree that the shares of Andina stock subject to the “Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(bNotice”). (b) Upon the occurrence of a Put Event, at the request exercise of the KO ShareholdersPut Right, TPG Member shall acquire the parties shall cause Interest of Madison Member on or prior to the one hundred and eightieth (180th) day after the receipt by TPG of the Put Price to be determined as follows: Notice (ithe “Put Period”). Within ten (10) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares days of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Fair Market Value pursuant to Section 9.04(f), TPG Member shall deposit a nonrefundable amount equal to five percent (5%) of the Put PricePrice (the “Put Deposit 1”) in escrow pursuant to a customary escrow agreement. On or prior to the conclusion of the Put Period, TPG Member may elect by notice to Madison Member (the Majority Shareholders, “Extension Election Notice”) to defer the closing by an additional ninety (90) days beginning on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement such election. Simultaneously with TPG Member’s delivery of the Extension Election Notice, TPG Member shall prepare an appraisal setting forth its determination deposit a nonrefundable amount equal to one percent (1%) of the Put Price. If such two firms do not agree on Price (the “Put Deposit 2”, and collectively with the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day termDeposit 1, the two firms shall, “Put Deposits”) in good faith, select escrow pursuant to a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedcustomary escrow agreement. (iic) If At the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stockclosing, the Put Price shall be paid by TPG Member to Madison Member in immediately available funds. The terms of the Market Value purchase and sale shall be unconditional and (i) Madison Member shall represent and warrant that it has all necessary power and authority to transfer its Interest, that it is the record and beneficial owner of its Interest and that its Interest is owned by it free and clear of all liens and encumbrances and is subject to no legal or equitable claims and (ii) TPG Member shall assume all obligations and liabilities relating to the purchased Interest arising from transactions or events occurring after the closing of such shares sale. Upon request, each of Series B StockMadison Member and TPG Member shall deliver to the other customary documentation evidencing the sale, assignment, representations and assumptions set forth herein. (cd) If TPG Member defaults in its obligation to purchase all of Madison Member’s Interest pursuant to this Section 9.04, Madison Member may elect one or more of the KO Shareholders following remedies: (i) retain the Put Deposits as liquidated damages, (ii) exercise its Put Right again, at any time, in its sole and absolute discretion, provided that upon an exercise of the Put Right pursuant to this Section 9.04(d), TPG Member shall for purposes acquire the Interest of this Agreement consent in writing Madison Member on or prior to a the ninetieth (90th) day after the receipt by TPG Member of the Put EventNotice and TPG Member may not deliver an Extension Election Notice, such (iii) Transfer its Interest to any institutional third party transferee without obtaining the prior written consent shall be deemed of TPG Member (but subject to be a waiver any required approval from CalSTRS), (iv) pursue all legal rights and remedies against TPG Member, including the recovery of their Put Right for purposes damages arising from such breach and (v) cause the Company to pay to Madison Member all of the transaction as distributions otherwise payable to TPG Member pursuant to Section 6.07 hereof (which written consent has been given; provideddistributions will be credited against the obligation of TPG Member to purchase all of Madison Member’s Interest), however, that such written consent shall not be deemed to be a waiver until TPG Member acquires the Interest of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventMadison Member.

Put Right. (ai) Upon At any time after the occurrence seventh anniversary of the Closing, but not after the consummation of a Put EventQualified Public Offering or a Sale of the Company (which events are provided for in the Certificate of Incorporation), the KO Shareholders any holder of Purchaser Securities then outstanding shall have the right (a “Put Right”) to require the Majority Shareholders Company to purchase all, but not less than all, repurchase for cash any or all of the shares of Andina stock owned outstanding Purchaser Securities held by them (except as provided in the next sentence) such holder at the Put Repurchase Price (calculated on a per share basisas defined below) as determined in Section 5.1(b). For purposes by giving written notice to the Company of such holder’s exercise of this Section 5.1right (the “Exercise Notice”). (ii) Within 10 days after receipt of an Exercise Notice pursuant to subparagraph (i) above, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders Company shall give written notice (the “Repurchase Notice”) to each other holder of Purchaser Securities, setting forth the identity of the holders tendering such Exercise Notice, the number of Purchaser Securities to be repurchased from such holders, and a reasonable approximation of the fair market value of the Company’s assets (net of any Company liabilities senior in liquidation preference to the Majority Shareholders Purchaser Securities) and of their intention each Purchaser Security at the time of such Repurchase Notice. Each other holder of Purchaser Securities shall be entitled to exercise their Put Right join in such repurchase and to require the Company to repurchase any or all of the Purchaser Securities held by such holder at the same closing, at the same price, and on the same terms as the holders tendering the Exercise Notice, by giving an Exercise Notice within 15 20 days after the date of the first meeting of the KO Board of Directors which is held at least 30 Repurchase Notice. (iii) Promptly (but in any event within five days after the date upon which end of the KO Shareholders receive 20-day period referred to in subparagraph (ii) above), the Company shall send each holder of Purchaser Securities written notice of updating the determination of information contained in the Put Price pursuant to Section 5.1(bRepurchase Notice (the “Revised Repurchase Notice”). (biv) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty Within 10 days after the request by the KO Shareholders Repurchase Price (as defined below) for the determination Purchaser Securities to be repurchased in any repurchase transaction hereunder has been determined as set forth below, the Company shall send a notice to each holder of Purchaser Securities setting forth the consideration to be paid for the Purchaser Securities to be repurchased, as well as a time and place, mutually agreeable to the Company and the holders of a majority of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis total number of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue Purchaser Securities to be unable to agree upon repurchased (treating the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select Purchaser Securities as a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall single class for purposes of this Agreement consent in writing to a Put Eventsuch consent), such prior written consent shall be deemed to be a waiver of their Put Right for purposes the closing of the transaction as repurchase transaction. At the closing of the repurchase transaction, which closing in no event shall occur later than 20 days after the delivery of the Revised Purchase Notice, the electing holders shall sell to which written consent has been given; provided, however, that the Company and the Company shall purchase from such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventholders the Purchaser Securities specified in the Revised Repurchase Notice at the Repurchase Price in immediately available funds.

Put Right. In the event that the (ai) Upon Company shall have timely filed the occurrence of a Put EventRegistration Statement in accordance with Section 2 hereof, (ii) Registration Statement is declared effective on or before the Effectiveness Date, (iii) the Company is otherwise in compliance with the covenants contained in the Securities Purchase Agreement and the Registration Rights Agreement on the Effectiveness Date and (iv) the representations and warranties set forth on Schedule II hereto are true and correct on the Effectiveness Date, the KO Shareholders Company shall have the right (a “the "Put Right”) to require the Majority Shareholders to purchase all"), but not less than allthe obligation, for a period of thirty (30) days after the shares of Andina stock owned by them Effectiveness Date, to require Triton to purchase the Second Supplemental Securities for an aggregate purchase price (except as provided in the next sentence"Put Purchase Price") at equal to Two Hundred Thousand Dollars ($200,000). In the event the Company elects to exercise the Put Price Right, the Company shall send a written notice (calculated on a per share basisthe "Put Notice"), within such thirty-day period, to Triton stating that the Company has elected to exercise the Put Right, certifying that the conditions set forth above in clauses (i) as determined in Section 5.1(b). For purposes through (iv) of this Section 5.13 have been satisfied and specifying the date (the "Put Closing Date") on which the closing for the purchase and sale of the Second Supplemental Securities shall occur, which date shall not be earlier than the Shareholders agree thirtieth (30th) day after the Effectiveness Date or later than the sixtieth (60) day after the Effectiveness Date. On the Put Closing Date, (i) Triton shall, subject to its receipt of the documents contemplated by clauses (ii)(A) through (ii)(D) below of this Section 3, pay the Put Purchase Price by wire transfer of immediately available funds denominated in United States Dollars to the Company's account set forth on Schedule I attached hereto and (ii) the Company shall deliver to Triton (A) a certificate for the Second Supplemental Shares registered in the name of Triton, which shares shall have been duly authorized and validly issued, and shall be fully paid and non-assessable and free of preemptive rights, (B) the Second Supplemental Warrant, which shall have been duly authorized and validly issued, and shall be fully paid and non-assessable, (C) an executed registration rights agreement, which shall have been duly authorized and afford Triton registration rights with respect to the Second Supplemental Securities similar to those contained in the Registration Rights Agreement and (D) a certificate executed by an executive officer of the Company stating that the representations and warranties set forth on Schedule II hereto are true and correct on the Put Closing Date. The Second Supplemental Warrant shall provide for (x) the purchase of up to Twenty Thousand (20,000) shares of Andina stock subject Common Stock at an exercise price equal to one hundred and ten percent (110%) of the closing bid price for the Common Stock on the Put Right shall include only Closing Date, (y) an expiration date occurring on the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination fifth (5th) anniversary of the Put Price pursuant Closing Date and (z) otherwise contain terms and conditions identical to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience those contained in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedWarrant. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon Exercise of Put. At any time during which the occurrence Option is exercisable pursuant to Section 2 or would be exercisable but for the circumstances referred to in Section 2(iii) of a Put Eventthis Agreement (the "Repurchase Period"), the KO Shareholders upon demand by Cendant, Cendant shall have the right to sell to the Company (a “Put Right”or any successor entity thereof) and the Company (or such successor entity) shall be obligated to require repurchase from Cendant (the Majority Shareholders to purchase all"Put"), but not less than all, all or any portion of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put EventOption, at the request price set forth in clause (i) below, or all or any portion of the KO ShareholdersCompany Shares purchased by Cendant pursuant hereto, the parties shall cause the Put Price to be determined as followsat a price set forth in clause (ii) below: (i) If the product of multiplying (A) the difference between the "Market/Offer Price" for shares of the Company Common Stock as of the date (the "Notice Date") the notice of exercise of the Put is given to be purchased the Company (defined as the higher of (x) the highest price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Company Takeover Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Offer Price") and (y) the average of the closing prices of shares of the Company Common Stock on the New York Stock Exchange for the five trading days immediately preceding the Notice Date (the "Market Price")), and the Exercise Price, by (B) the Majority Shareholders number of Company Shares purchasable pursuant to the Put Right are shares of Series A Stock, Option (or portion thereof with respect to which Cendant is exercising its rights under this Section 7). In determining the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Market/Offer Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the value of consideration other hand, than cash or stock as provided above shall each choose an internationally be determined by a nationally recognized investment banking firm with experience in the analysis of soft drink businesses, selected by Cendant and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding reasonably acceptable to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedCompany. (ii) If the product of multiplying (A) the Exercise Price paid by Cendant for the Company Shares to be purchase by the Majority Shareholders acquired pursuant to the Put Right are shares of Series B StockOption plus, assuming the Market/Offer Price is greater than the Exercise Price, the Put difference between the Market/Offer Price shall be and the Market Value Exercise Price, by (B) the number of such shares of Series B StockCompany Shares so purchased. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon During the occurrence 60-day period ending on the Put Date, each Trust and each Qualified Holder of a Put Event, the KO Shareholders shall Series C Voting Preferred Stock will have the right to put such holder’s Series C Voting Preferred Stock to Wings, in which event Wings will be required to elect either (a “Put Right”i) to require repurchase for either cash equal to the Majority Shareholders to purchase all, but not less than all, of the Put Price or shares of Andina stock owned by them (except as provided in Class A Voting Common Stock having a Trading Price per share equal to the next sentence) Put Price, each of such holder’s shares of Series C Voting Preferred Stock at the Put Price, or (ii) to permit each such holder to elect either (A) to receive the number of shares of common stock into which such holder’s shares of Series C Voting Preferred Stock are convertible, plus the Excess Amount multiplied by the number of such holder’s shares of Series C Voting Preferred Stock which are so converted, or (B) to have a number of shares, of Class A Voting Common Stock equal to the number of shares of common stock into which such holder’s shares of Series C Voting Preferred Stock are convertible sold on such holder’s behalf by the Sales Agent or pursuant to an underwritten public offering, as the case may be as specified in Section 1.9, and to receive a cash amount equal to (x) the Offering Price (calculated on a per share basisof Class A Voting Common Stock sold plus (y) as determined in Section 5.1(b). For purposes the Excess Amount multiplied by the number of this Section 5.1, the Shareholders agree that the such holder’s shares of Andina stock subject Series C Preferred Stock which have been so converted. Wings will be required to make the election between (i) and (ii) above on or before the Put Election Date, to issue a public announcement of its election no later than the Put Election Date and, if it has elected (ii) above, to deliver promptly to the Put Right shall include only holders of Series C Voting Preferred Stock an election form for them to select either (ii)(A) or (ii)(B) above (in whole or in part) with respect to their shares of Series C Voting Preferred Stock. Such election form will be returnable to the Shares currently owned Plan Trustees by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)Date. (b) Upon Payment by Wings to the occurrence holders of a Put Event, at the request Series C Voting Preferred Stock of the KO Shareholders, the parties shall cause the Put Price any cash due to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to them in respect of their exercise of the Put Right are will be made on the Put Payment Date. If Wings elects to issue new shares of Series Class A StockVoting Common Stock to such holders pursuant to Section 3.5(a)(i), promptly following such election, but not later than the Put Price for Date, Wings will commence efforts to register such new shares under the Securities Act of 1933 (the “1933 Act”) and will use its best efforts to cause such registration to become effective as soon as practicable thereafter. Delivery of such shares shall to the holders of Series C Voting Preferred Stock will be mutually agreed upon by made seven days after the KO Shareholders and the Majority Shareholders effective date of such registration or, if the KO Shareholders later and the Majority Shareholders are unable to agree within thirty Class A Voting Common Stock is not then Publicly Traded, seven days after the request by the KO Shareholders for the determination delivery to Wings of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination banker’s valuation of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, Class A Voting Common Stock in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate accordance with the investment banker already retained under the terms last two sentences of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the partiesSection 1.21. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares Shares of Series A C Voting Preferred Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares with respect to be purchase by the Majority Shareholders pursuant to which the Put Right are shares of Series B Stock, the Put Price shall is exercised will cease to be the Market Value outstanding for any purpose and will be retired upon satisfaction of such shares of Series B StockPut Right. (c) Any decision by the board of directors of Wings either (i) not to repurchase all of the Series C Voting Preferred Stock with respect to which holders have exercised the Put Right either (A) with cash pursuant to Section 3.5(a)(i) or (B) pursuant to the procedures set forth in Section 3.5(a)(ii), but instead to repurchase such Series C Voting Preferred Stock with shares of Class A Voting Common Stock pursuant to Section 3.5(a)(i), or (ii) not to repurchase any of the Series C Voting Preferred Stock in accordance with the requirements of Section 3.5(a). (d) If on the KO Shareholders Put Date Wings’ board of directors decides not to repurchase all of the Series C Voting Preferred Stock with respect to which the Put Right has been exercised either (i) for cash or for shares of Class A Voting Common Stock pursuant to Section 3.5(a)(i) or (ii) pursuant to the procedures set forth in Section 3.5(a)(ii), then on such date and at the end of each succeeding calendar quarter until all of such Series C Voting Preferred Stock shall have been repurchased (collectively, “Partial Repurchase Dates”), the board of directors of Wings will use all Available Cash on each such date to repurchase a portion of the Series C Voting Preferred Stock entirely for purposes cash (a “Partial Repurchase”) in accordance with Section 3.5(a)(i). Any such partial repurchase will be made pro rata from among each Trust and Separate Arrangement and will be made from holders of this Agreement consent the Series C Voting Preferred Stock within each Trust and Separate Arrangement in writing to a Put Event, such prior written consent shall be deemed manner to be a waiver selected by the Unions and set forth in the certificate of their designation for the Series C Voting Preferred Stock. (e) In the event that Wings fails to repurchase all of the Series C Voting Preferred Stock with respect to which the Put Right for purposes is exercisable pursuant to the terms of Sections 3.5(a) and 3.5(b), (i) effective as of the transaction Put Date each outstanding share of Series C Voting Preferred Stock will start to accrue a quarterly dividend at a rate equal to the greater of (A) 12% per annum or (B) the highest dividend rate payable on any then outstanding series or class of Wings preferred stock in the event of a default by Wings in the redemption or payment of dividends on such series or class of preferred stock, until such shares are repurchased in accordance with Section 3.5(a) or 3.5(d), and (ii) the number of Series C Directors will be increased to the greater of (A) three more than the number of Series C Directors then serving on Wings’ board of directors (in which case one of such additional directors will be nominated by each of the IBT, the IAM and ALPA) or (B) the number of directors that would cause the proportion of Series C Directors to the total number of directors to be equal to the proportion of the total voting power of all shares of Series C Voting Preferred Stock then outstanding to the total voting power of all shares of all voting capital stock of Wings then outstanding (in which case one of such additional directors will be nominated by each of the IBT, the IAM and ALPA and the remainder will be nominated by the majority vote of the Series C Directors then in office). (f) In the event that, in connection with the repurchase of Series C Voting Preferred Stock pursuant to Section 3.5(a)(i), Wings issues additional shares of Class A Voting Common Stock to the exchanging holders of Series C Voting Preferred Stock and, following such issuance, the number of shares of Class A Voting Common Stock held by Qualified Holders of Employee Stock after such repurchase is greater than 50% of the number of shares of voting capital stock of Wings then outstanding, the terms of all sitting members of the Wings board of directors, other than the Series C Directors, will thereupon terminate and the Series C Directors will appoint the successors of such directors. (g) The Put Right may only be exercised by the holders of Series C Voting Preferred Stock. The Put Right will therefore expire as to which written consent has been given; provided, however, that such written consent shall not be deemed any shares of Series C Voting Preferred Stock upon their conversion into shares of common stock prior to be a waiver exercise of their the Put Right for purposes of any other transaction which might be deemed to constitute a Put EventRight.

Put Right. (a) Upon Without prejudice to any other rights and remedies available to the occurrence Investor, in the event of a Put EventProhibited Transfer, the KO Shareholders Investor shall have the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject sell to the Put Right shall include only Selling Shareholder the type and number of Ordinary Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice equal to the Majority Shareholders number of their intention Shares the Investor would have been entitled to exercise their Put Right within 15 days after transfer to the date of purchaser under Section 5.4 hereof had the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price Prohibited Transfer been effected pursuant to Section 5.1(b). (b) Upon and in compliance with the occurrence of a Put Event, at terms hereof. Such sale shall be made on the request of the KO Shareholders, the parties shall cause the Put Price to be determined as followsfollowing terms and conditions: (i) If The price per share at which the shares Shares are to be purchased sold to the Selling Shareholder shall be equal to the price per share paid by the Majority Shareholders purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse the Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the Put Right are shares of Series A Stock, exercise or the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination attempted exercise of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained Investor’s rights under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5. (ii) If The Investor shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Investor (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the Investor. (iii) The Selling Shareholder shall, promptly upon receipt of such notice from the Investor exercising the option created hereby, pay to the Investor the aggregate purchase price for the Shares to be purchase sold by the Majority Shareholders pursuant Investor, and the amount of reimbursable fees and expenses, as specified above, in cash or by other means acceptable to the Put Right are shares Investor. (iv) Upon receipt of Series B Stockfull payment of the amount due from the Selling Shareholder, the Put Price Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Sections 5.3 or 5.4 shall be void, and the Market Value Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares of Series B Stock. (c) If without the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventInvestor.

Put Right. lf, during the two (2) year period commencing on the Effective Date, there is not either (a) Upon a Change of Control that enables Employee to sell any of the occurrence shares of capital stock of Groupon then owned by Employee (the “Employee Shares”) (b) an initial underwritten public offering of Groupon’s securities registered pursuant to the Securities Act of 1933, as amended, or (c) an offer from a Put Eventbona fide third-party purchaser on any secondary market for shares of private companies (including, but not limited to, SecondMarket and SharesPost) to purchase any of the KO Shareholders shares of capital stock of Groupon then owned by Employee, then Employee, within sixty (60) days after the expiration of such two-year period, shall have the one-time right and option (a the “Put Right”) to require the Majority Shareholders Groupon to purchase all, but not less than all, up to $2,000,000 worth of the shares Employee Shares, based upon the Fair Market Value (as hereinafter defined) of Andina the common stock owned of Groupon, by them delivering notice of such exercise (except as provided a “Put Exercise Notice”) in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b)writing to Groupon. For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to If the Put Right is exercised, then Employee shall include only be obligated to sell, and Groupon shall be obligated to purchase, the Employee Shares currently owned by requested to be purchased in the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rightsPut Exercise Notice. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination Following receipt of the Put Price pursuant Exercise Notice, Employee and Groupon shall then mutually select an independent valuation firm to Section 5.1(b). (b) Upon determine the occurrence current Fair Market Value of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the Employee Shares. The determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking such independent valuation firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties Within ten (10) days following such determination, Employee and Groupon shall instruct consummate the investment banking firm so retained purchase and sale transaction with respect to deliver its written opinion as such Employee Shares and the purchase price therefore shall be payable in cash. In connection therewith, Groupon will be entitled to receive customary representations and warranties from Employee (including representations and warranties regarding good title to the Put Price shares, the absence of any liens on such title or other encumbrances with respect to the parties within thirty days following the selection of such banker. The Put Price sale of the shares and the ability of Series A Stock Employee to consummate the sale). Notwithstanding the foregoing, Employee shall not be the price that entitled to deliver a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller Put Exercise Notice, and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stockshall automatically terminate and become null and void, if during the Put Price shall be two (2) year period commencing on the Market Value of such shares of Series B StockEffective Date Employee voluntarily terminates his employment with the Company for any reason, except for a voluntary termination following a Demotion. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. If a Seller Transfers any Seller Shares in contravention of the Right of Co-Sale under this Agreement (a) Upon a “Prohibited Transfer”), or if the occurrence Proposed Transferee of Offered Shares desires to purchase a Put Eventclass, series or type of stock offered by Seller but not held by a Selling Investor, or the KO Shareholders shall have the right Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put RightNotice”) to within ten (10) days after the later of (i) the Co-Sale Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require the Majority Shareholders such Seller to purchase allfrom such Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock subject to Section 5(B)(2)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (1) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, including, but not less than alllimited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of the shares such Selling Investor’s Rights of Andina stock owned by them (except as provided Co-Sale pursuant to Section 4 or in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes exercise of its rights under this Section 5.1, the Shareholders agree that the shares of Andina stock subject 5 with respect to the Put Right Shares. (2) The Put Shares of Stock to be sold to Seller shall include only be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor then owns securities of such class or type. If such Selling Investor does not own any of such class or type, the Put Shares currently owned by the KO Shareholders and any additional shall be shares of Andina capital stock acquired by Common Stock (or Preferred Stock convertible into Common Stock at the KO Shareholders through option of the exercise holder thereof). (3) The closing of their preemptive rights. The KO Shareholders shall give written notice such sale to the Majority Shareholders of their intention to exercise their Put Right Seller will occur within 15 ten (10) days after the date of such Selling Investor’s Put Notice to such Seller. At such closing, the first meeting of Selling Investor shall deliver to Seller the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of certificate or certificates representing the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price Shares to be determined as follows: (i) If the shares sold, each certificate to be purchased by properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one handaggregate purchase price therefor, and the KO Shareholdersamount of reimbursable fees and expenses, on the other hand, shall each choose an internationally recognized investment banking firm with experience as specified in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5(B)(1). (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (ai) Upon any Terminated Employee Shareholder’s termination as a result of death or Disability, such Terminated Employee Shareholder (or his or her executor, trustee or representative in the occurrence case of a Put Event, the KO Shareholders death or Disability) shall have the right option to sell (a the “Put Right”) to require and if such option is exercised the Majority Shareholders to purchase allCompany shall purchase, but not less than all, all or any portion of such Terminated Employee Shareholder’s Termination Securities owned on the shares of Andina stock owned by them Termination Date (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1collectively, the Shareholders agree that the shares of Andina stock subject “Put Securities”) for a purchase price equal to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination Termination Price of the Put Price Securities. (ii) The Terminated Employee Shareholder (or such Terminated Employee Shareholder’s Permitted Transferees) shall notify the Company in writing, within 60 days of the Termination Date, whether such Terminated Employee Shareholder (or such Permitted Transferee) will exercise its option pursuant to Section 5.1(b4.03(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (biii) Upon Any notice delivered pursuant to Section 4.03(b)(ii) shall set forth the occurrence date chosen by such Employee Shareholder for the closing of a the purchase by the Company of Put EventSecurities pursuant to this Section 4.03(b), which date shall in no event be less than 60 days or more than 120 days after the Put Notice Date. Such closing of the purchase by the Company of Put Securities shall take place at the request principal office of the KO ShareholdersCompany. At such closing, (A) the Company shall pay the Terminated Employee Shareholder and/or such Terminated Employee Shareholder’s Permitted Transferees, as applicable, against delivery of duly endorsed certificates described below representing such Put Securities, the parties aggregate Termination Price by wire transfer of immediately available federal funds and (B) the Terminated Employee Shareholder and/or such Terminated Employee Shareholder’s Permitted Transferees, as applicable, shall cause deliver to the Company a certificate or certificates representing the Put Price to be determined as follows: (i) If the shares Securities to be purchased by the Majority Shareholders Company duly endorsed, or with stock powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Securities by any Person selling such Put Securities pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(sthis Section 4.03(b) shall be borne equally deemed a representation and warranty by the KO Shareholderssuch Person that: (1) such Person has full right, on the one handtitle and interest in and to such Put Securities; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Put Securities as contemplated; (3) such Put Securities are free and clear of any and all liens or encumbrances, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the (4) there is no adverse claim with respect to such Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSecurities. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. Following the Put Date (aas defined below) Upon the occurrence of a Put Event, the KO Shareholders Optionee shall have the right (a “the "Put Right”") to require the Majority Shareholders Company to purchase all, but not less than all, of from the shares of Andina stock owned by them Optionee or any Permitted Transferee (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject defined pursuant to the Put Right shall include only the Shares currently owned by the KO Shareholders and Stockholders' Agreement) of any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: Option Stock (i) If the shares to be purchased Option (whether or not any portion thereof is vested) and any Option Stock held by the Majority Shareholders pursuant such Optionee or Permitted Transferee at an aggregate purchase price equal to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Option Call Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be all Option Stock then held by such Optionee or his Permitted Transferees at an aggregate purchase by the Majority Shareholders pursuant price equal to the Put Right are shares of Series B Stock, the Put Price shall be the Fair Market Value of such shares of Series B Stock. Option Stock on the date the Put Right hereunder is exercised. For the purposes hereof the "Put Date" shall mean the first to occur of (ci) If the KO Shareholders one year anniversary of the last day that Redemption Securities can be redeemed pursuant to Section 6(c) of the Certificate of Designations and (ii) the date upon which both (A) no shares of Convertible Participating Preferred Stock remain outstanding and Vestar ceases to own any Redemption Securities of the Company and (B) either (I) the Optionee's employment is terminated (other than by the Company for Cause or by the Optionee for Good Reason) or (II) the sixtieth day prior to the Expiration Date. The Optionee shall for purposes have a period from the Put Date until the first to occur of this Agreement consent (i) the Expiration Date and (ii) the date upon which such Option ceases to be exercisable in accordance with Section 3D hereof in which to give notice in writing to a the Company of his election to exercise the rights pursuant to this Section 3C (the "Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been givenNotice"); provided, however, that in no event shall the Optionee be permitted to exercise the Put Right granted hereby at any time during the period beginning on or after the 6th anniversary of the Original Issuance Date and ending on the 90th day following the 7th anniversary of the Original Issuance Date. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company within the later of (A) the tenth business day after the giving of the Put Notice or (B) ten (10) business days after the receipt of all necessary regulatory approvals (including but not limited to the expiration or termination of the waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if applicable). The price payable as described herein shall be paid by delivery to the Optionee or his Permitted Transferees against delivery of certificates or other instruments representing this Option or the Option Stock so purchased, appropriately endorsed or executed by the Optionee or the applicable Permitted Transferee. The price payable as described herein shall be paid by delivery to the Optionee or his Permitted Transferees against delivery of certificates or other instruments representing the Option or the Option Stock so purchased, appropriately endorsed or executed by the Optionee or the applicable Permitted Transferee. The purchase price may be paid in cash, or if (A) the Company is prohibited from paying cash under any financing arrangement or applicable law or (B) the Board makes a good faith determination that the payment of cash would create a material adverse effect on the financial condition of the Company, then such written consent purchase price may be paid (i) by note payable in installments of no longer than five (5) years, bearing interest at the Company's prime lending rate in effect as of the date of purchase or (ii) by delaying the exercise of the Put Right until the financing or legal restrictions lapse; provided, however, that to the extent possible, the Company shall not be deemed pay the Optionee an amount in cash sufficient to cover any income tax liability imposed on the Optionee resulting from the exercise of such Put Right, at such times as are necessary for the Optionee to make required tax payments in a timely fashion. The Company may choose to have a designee purchase any securities elected to be sold to it hereunder so long as the Company shall bear any reasonable costs and expenses of the Optionee and his Permitted Transferees in connection with the sale to such designee that would not have otherwise been incurred by him in connection with a waiver of their Put Right for purposes of any other transaction which might be deemed sale to constitute a Put Eventthe Company. All references to the Company in this Section 3C shall refer to such designee as the context requires.

Put Right. (a) Upon the occurrence If a Selling Stockholder transfers any Stock in contravention of a Put Event, the KO Shareholders shall have the right an Investor's Right of Co-Sale under this Agreement (a “Put Right”) "PROHIBITED TRANSFER"), or if an Incomplete Co-Sale occurs with respect to an Investor and the provisions of Section 5 hereof apply, such Investor may require the Majority Shareholders such Selling Stockholder to purchase allfrom such Investor, but not less than allfor cash or such other consideration as the Selling Stockholder received in the Prohibited Transfer or Incomplete Co-Sale, that number of shares of Stock (either (i) shares of the same class, series or type as transferred in the Prohibited Transfer or Incomplete Co-Sale, if such Investor then owns Stock of such class, series or type, or (ii) if such Investor does not then own such Stock, then shares of Andina stock owned by them (except as provided Common Stock) having a purchase price equal to the aggregate purchase price such Investor would have received in the next sentence) at Closing of such Prohibited Transfer or Incomplete Co-Sale if such Investor had exercised and been able to consummate such Investor's Right of Co-Sale with respect thereto (the Put Price (calculated on a per share basis) as determined in Section 5.1(bInvestor's "PUT RIGHT"). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the An Investor may exercise such Investor's Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares delivery of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders Selling Stockholder and the Company (a "PUT NOTICE") within ten days after such Investor becomes aware of their intention the Prohibited Transfer or Incomplete Co-Sale. The closing of such sale to exercise their the Selling Stockholder under such Investor's Put Right will occur within 15 seven days after the date of such Investor's Put Notice. Notwithstanding the first meeting foregoing provisions of this Section 5.2, if the Prohibited Transfer is one of a series of transactions to which Section 2 applies but which occurred before any Selling Stockholder Notice was given with respect thereto, then (a) the Company will promptly give to each Selling Stockholder in such earlier transaction a notice that such Selling Stockholder is required to give within ten days to the Company and the Investors (and such Selling Stockholder will be required to give such notice within such ten-day period) a written notice signed by the Selling Stockholder (the "SELLING STOCKHOLDER PUT NOTICE") stating with respect to such earlier transaction the information provided for in Sections 2(a), (b), (c), (d) and (e); (b) each Investor may exercise such Investor's Put Right with respect to such earlier transaction by delivering a Put Notice to the Selling Stockholder and the Company within ten days after such Selling Stockholder Put Notice is given; and (c) the closing of the KO Board of Directors which is held at least 30 sale by the Selling Stockholder under such Investor's Put Right will occur within seven days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Investor's Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedNotice. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon For so long as the Pro Rata Percentage of an Investor Shareholder is equal to or greater than five percent (5%), if (i) an Adverse Recovery Event occurs, (ii) a Major Decision is approved by the Board but at least one Investor Nominee of such Investor 17 Shareholder votes against such Major Decision, or (iii) such Investor Shareholder or any of its Affiliates exercise a put right with respect to any other equity interest in the Companies Beneficially Owned by such Investor Shareholder or its Affiliates, then, in each case, such Investor Shareholder shall be a “Put Right Shareholder” and the occurrence of a Put such Adverse Recovery Event, the KO Shareholders approval of such Major Decision or the exercise of such put right shall have the right (constitute a “Put RightTriggering Event”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence If a Put Triggering Event occurs, a Put Right Shareholder may, within thirty (30) days of such Put Triggering Event, provide written notice to Holdco Inc. that a Put Triggering Event has occurred, including a description of such Put Triggering Event (a “Put Triggering Event Notice”). (c) At any time between forty-five (45) and sixty (60) days after delivery of a Put EventTriggering Event Notice, each Put Right Shareholder shall have the right, but not the obligation, to deliver a written notice to Holdco Inc. and the Company (a “Put Exercise Notice”) of the Put Right Shareholder’s decision to require Holdco Inc. (or, at the request Holdco Inc.’s election, its Affiliate or a Third Party) to purchase all of the KO ShareholdersShares then held by such Put Right Shareholder and its Affiliates (in each case, the parties shall cause “Put Shares”), in accordance with and subject to the conditions and limitations set forth in this Section 2.15(c) (such purchase and sale of the Put Price Shares, the “Put Sale”). A Put Exercise Notice shall be effective only if the Put Triggering Event is continuing as of the date of such Put Exercise Notice (the “Put Exercise Date”), in which case Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) will be required to be determined as follows:purchase the Put Shares in the Put Sale, in accordance with and subject to the conditions and limitations set forth in this Section 2.15. (id) If Subject to Section 2.15(h), a Put Exercise Notice shall obligate Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) to purchase, and each Put Right Shareholder who has delivered a Put Exercise Notice to sell, the shares Put Shares for a purchase price equal to be purchased by the Majority Shareholders pursuant fair market value of the Put Shares as of immediately prior to the Put Right are shares of Series A StockTriggering Event, without taking into account the Put Price for such shares shall be mutually agreed upon by Triggering Event and assuming closing of the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty Put Sale seventy-five (75) days after the request by Put Exercise Date (as may be adjusted in accordance with Section 2.15(d)(iv), the KO Shareholders for the determination of the “Put Price”), the Majority Shareholdersthat is determined as between Holdco Inc., on the one hand, and the KO Shareholdersand, on the other hand, shall each choose an internationally recognized investment banking firm Put Right Shareholder separately from and independent of any other Put Right Shareholder, in each case in accordance with experience in the analysis of soft drink businesses, and each of those two firms within 60 procedures below: (i) Within twenty-five (25) days from the date of their engagement shall prepare an appraisal setting forth its determination of following the Put Price. If such two firms do not agree on Exercise Date, the Company shall appoint a Valuation Arbiter, subject to Holdco Inc.’s and the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue Right Shareholder’s prior written consent (not to be unable unreasonably withheld), to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, assist in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of determining the Put Price, the costs and expenses of which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO ShareholdersCompany, on the one hand, except as provided in Section 2.15(g). Holdco Inc. and the Majority ShareholdersPut Right Shareholder shall, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination within thirty (30) days of the Put Price. If Exercise Date, separately submit to the Valuation Arbiter, on a party fails to select an investment banker or fails to cooperate confidential basis and on the basis of assumptions agreed between Holdco Inc. and the Put Right Shareholder that are consistent with such banker as described herein, in either case, within ten days the provisions of receipt of a notice specifying such failure to cooperate from the other party or partiesthis Section 2.15, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms price which each of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of Holdco Inc. and such Put Right Shareholder believes should constitute the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase lower of the two prices submitted by the Majority Shareholders pursuant to Holdco Inc. and the Put Right are shares of Series B StockShareholder to the Valuation Arbiter is no more than ten percent (10%) lower than the greater price, then the Put Price shall be the Market Value average of the two prices. The Valuation Arbiter shall provide written notice of whether the Put Price can be immediately determined in accordance with this Section 2.15(d)(ii) to the Company, Holdco Inc. and the Put Right Shareholder as promptly as reasonably practicable following its receipt of Holdco Inc.’s and the Put Right Shareholder’s proposed price. If the Put Price can be so determined, such shares notice shall also set forth the price proposed by each of Series B StockHoldco Inc. and the Put Right Shareholder and the final Put Price as determined in accordance with this Section 2.15(d)(ii). (ciii) If the KO Shareholders lower value is more than ten percent (10%) lower than the greater value, then the Valuation Arbiter shall for purposes undertake an independent determination of this Agreement consent in writing the fair market value of the Put Shares as of immediately prior to a the Put Triggering Event, without taking into account the Put Triggering Event, as adjusted to account for any subsequent dividends or capital contributions. In determining the fair market value, the Valuation Arbiter shall take into account all relevant facts, circumstances and assumptions, including (a) the existence of (i) a willing buyer and (ii) a willing seller, neither of which is under compulsion to consummate the sale and each of whom is dealing on an arms’ length basis, without consideration of any control, liquidity or minority discount or premium, (b) general market conditions and comparable transactions and other generally recognized valuation methodologies, such prior written consent as discounted cash flow, (c) the assumption that the closing of the Put Sale will occur seventy-five (75) days after the Put Exercise Date and any other assumptions agreed between Holdco Inc. and the Put Right Shareholder, and (d) such other factors as the Valuation Arbiter determines are relevant to its evaluation. The Put Price shall be deemed to be a waiver of their the price set forth by Holdco Inc. or the Put Right for purposes Shareholder that is nearest to the fair market value determined by the Valuation Arbiter. In the event that the Valuation Arbiter is required to undertake an independent determination of the transaction fair market value of the Put Shares pursuant to this Section 2.15(d)(iii), the Company, Holdco Inc. and the Put Right Shareholder shall furnish to the Valuation Arbiter all such information as the Valuation Arbiter shall reasonably request, including information concerning the Company and its assets, business, operations, affairs, financial condition or prospects, and the Valuation Arbiter shall complete any such determination of the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the Company, Holdco Inc. and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on Holdco Inc. and the applicable Put Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) Subject to Section 2.15(h), Holdco Inc. shall, within one hundred eighty (180) days of the Put Exercise Date, give written notice to each Put Right Shareholder that Holdco Inc. has either (i) entered into a definitive acquisition agreement with a Third Party pursuant to which written consent has been givensuch Third Party shall acquire the Put Shares from such Put Right Shareholder and its Affiliates or (ii) elected to purchase, or have its Affiliate purchase, the Put Shares. Such Put Right Shareholder and Holdco Inc. and, if applicable, such Third Party Buyer, shall be required to consummate such Put Sale within the Regulatory Approval Period. In addition, Holdco Inc. and the applicable Investor Shareholder shall take all other actions as may be reasonably necessary to consummate such Put Sale, including making such representations, warranties and covenants and entering into such definitive agreements (including with third parties) as are customary for transactions of the nature of the Put Sale; provided, however, provided that such written consent Investor Shareholder shall not be deemed required to provide any representations, warranties or covenants in connection with any Put Sale other than those representations, warranties and covenants set forth on Schedule 2.15(e). Upon the closing of a Put Sale, the purchaser of the Put Shares shall pay the Put Price, together with any amounts owed pursuant to Section 2.15(g), by wire transfer of immediately available funds to the account or accounts that the applicable Investor Shareholder shall designate to Holdco Inc. prior to such closing. (f) The existence of a Put Triggering Event, a Put Triggering Event Notice, a Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the Put Shares, Holdco Inc. shall pay such Investor Shareholder an amount equal to the Daily Ticking Fee multiplied by the number of days between the date that is sixty (60) days after the Put Exercise Date and the consummation of such Put Sale. (h) At any time within fifteen (15) days after the determination of the final Put Price in accordance with Section 2.15(d), an Investor Shareholder may deliver written notice to Holdco Inc. and the Company that it is irrevocably withdrawing its Put Exercise Notice, and, if such notice is so delivered, such Investor Shareholder shall no longer be required to sell, and Holdco Inc. shall no longer be obligated to purchase, or arrange for the purchase of, the Put Shares or pay any Daily Ticking Fee to such Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be a waiver responsible for the payment of their one-half of the costs and expenses of the Valuation Arbiter related to any Put Right for purposes of any other transaction which might be deemed Exercise Notice that is withdrawn by such Investor Shareholder pursuant to constitute a Put Eventthis Section 2.15(h).

Put Right. (a) Upon Prior to the occurrence settlement by A&P of a Put Eventany Roll-over Warrant upon exercise by Yucaipa, the KO Shareholders shall have and subject to Tengelmann’s right to approve any issuance of A&P Common Stock in connection therewith pursuant to Section 2.04(a)(ix), A&P will give Tengelmann the right (a “Put Right”) to require the Majority Shareholders (i) cause A&P to purchase allsettle such Roll-over Warrant by issuing and delivering A&P Common Stock to Yucaipa (in which case, but not less than all, such issuance shall be deemed to be approved by Tengelmann pursuant to Section 2.04(b)(ix)) and (ii) sell to A&P some or all of the shares of Andina stock owned by them (except as provided A&P Common Stock to be so issued and delivered to Yucaipa in the next sentencefollowing manner, provided that A&P shall not be required to purchase A&P Common Stock pursuant to this clause (ii) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice extent necessary to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b).avoid a Liquidity Impairment: (b) Upon A&P will give notice (a “Warrant Exercise Notice”) to Tengelmann in writing of each exercise by Yucaipa of one or more Roll-over Warrants, specifying the occurrence number of a Put Eventshares (the “Share Number”) of A&P Common Stock subject to such Roll-over Warrants and what portion, at the request of the KO Shareholdersif any, the parties shall cause the Put Price A&P proposes to be determined as follows: (i) If the shares to be purchased settle by the Majority Shareholders pursuant issuance and delivery to Yucaipa of A&P Common Stock (the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders “Proposed Stock Settlement Amount”) and the Majority Shareholders orwhat portion, if the KO Shareholders and the Majority Shareholders are unable any, A&P proposes to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience settle in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stockcash. (c) If Tengelmann determines to exercise its Put Right, Tengelmann will deliver a notice (a “Put Notice”) to A&P within ten business days after receipt of a Warrant Exercise Notice indicating, (i) the KO Shareholders number of shares of A&P Common Stock which A&P shall for purposes purchase from Tengelmann pursuant to Tengelmann’s Put Right (which number shall not exceed the Share Number) and (ii) if the Proposed Stock Settlement Amount exceeds the number specified pursuant to clause (i), the portion of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed excess to be a waiver settled by the issuance and delivery of their Put Right A&P Common Stock, if any, which Tengelmann has approved pursuant to Section 2.04(a)(ix) (to the extent such approval is required thereby). The purchase price per share for purposes such A&P Common Stock will be equal to the Market Price of the transaction as A&P Common Stock on the business day immediately preceding the date of exercise by Yucaipa of such Roll-over Warrants (the “Put Price”). (d) If Tengelmann exercises its Put Right, A&P will purchase from Tengelmann, the number of shares of A&P Common Stock set forth in the Put Notice at the Put Price. (e) Such purchase and sale shall occur on the date A&P issues and delivers A&P Common Stock to which written consent has been given; provided, however, that Yucaipa in settlement of such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventRoll-over Warrants.

Put Right. (a) Upon Without prejudice to any other rights and remedies available to any Rights Holder, in the occurrence event of a Put EventProhibited Transfer, the KO Shareholders each Rights Holder shall have the right to sell to the Selling Shareholder the type and number of Ordinary Shares (a “Put Right”or that number of Preferred Shares which, if converted at the then conversion ratio, would equal that number of Ordinary Shares) to require which equals the Majority Shareholders to purchase all, but not less than all, specified quantity of the shares Transfer Shares proposed to be transferred multiplied by a fraction equal to (i) the total number of Andina stock owned by them Ordinary Shares (except on an as provided in the next sentence) at the Put Price (calculated on a per share converted basis) as determined in Section 5.1(b). For purposes of then held by such Rights Holder exercising put rights pursuant to this Section 5.15.5, divided by (ii) the Shareholders agree that total number of Ordinary Shares then held by all the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price Rights Holders exercising put rights pursuant to this Section 5.1(b). (b) Upon 5.5, on an as converted basis, and have the occurrence of a Put Event, at Prohibited Transfer been effected pursuant to and in compliance with the request of terms hereof. Such sale shall be made on the KO Shareholders, the parties shall cause the Put Price to be determined as followsfollowing terms and conditions: (i) If The price per share at which the shares Shares are to be purchased sold to the Selling Shareholder shall be equal to the price per share paid by the Majority Shareholders purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Rights Holder for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the Put Right are shares of Series A Stock, exercise or the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration attempted exercise of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained Rights Holder’s rights under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5. (ii) If Each Rights Holder shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Rights Holder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the Rights Holder. (iii) The Selling Shareholder shall, promptly upon receipt of the notice described in subsection 5.5(b)(ii) above from the Rights Holder(s) exercising the option created hereby, pay to each such Rights Holder the aggregate purchase price for the Shares to be purchase sold by such Rights Holder, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Rights Holder. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Rights Holder shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Majority Shareholders pursuant Rights Holder transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Put Right are shares Transfer Shares in violation of Series B Stock, the Put Price Sections 4.2 or 5 or 10.1 hereof shall be void, and the Market Value Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares of Series B Stock. (c) If without the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventMajority Preferred Shareholders.

Put Right. If a Seller Transfers any equity securities of the Company in contravention of the Right of Co-Sale under this Agreement (a) Upon a “Prohibited Transfer”), or if the occurrence Proposed Transferee of Offered Shares desires to purchase a Put Eventclass, series or type of stock offered by Seller but not held by a Selling Investor, or the KO Shareholders shall have the right Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put RightNotice”) to within ten (10) days after the later of (i) the Co-Sale Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require the Majority Shareholders such Seller to purchase allfrom such Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock subject to this Section 5.5 that is equal to the number of Shares such Selling Investor would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, including, but not less than alllimited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of the shares such Selling Investor’s Rights of Andina stock owned by them (except as provided Co-Sale pursuant to Section 5 or in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes exercise of its rights under this Section 5.1, the Shareholders agree that the shares of Andina stock subject 5.5 with respect to the Put Right Shares. (ii) The Put Shares to be sold to Seller shall include only be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor then owns securities of such class or type. If such Selling Investor does not own any of such class or type, the Put Shares currently owned by the KO Shareholders and any additional shall be shares of Andina capital stock acquired by Common Stock (or Preferred Stock convertible into Common Stock at the KO Shareholders through option of the exercise of their preemptive rightsholder thereof). The KO Shareholders shall give written notice closing of such sale to the Majority Shareholders of their intention to exercise their Put Right Seller will occur within 15 ten (10) days after the date of such Selling Investor’s Put Notice to such Seller. At such closing, the first meeting of Selling Investor shall deliver to Seller the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of certificate or certificates representing the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price Shares to be determined as follows: (i) If the shares sold, each certificate to be purchased by properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one handaggregate purchase price therefor, and the KO Shareholdersamount of reimbursable fees and expenses, on the other hand, shall each choose an internationally recognized investment banking firm with experience as specified in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5.5(b)(i). (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon Unless on or before the Trigger Event Date (as hereinafter defined), all of the Obligations (as hereinafter defined), including, without limitation, all obligations of Borrower to Lender or any affiliate of Lender under any interest rate swap transaction or other interest rate hedging transaction entered into between Borrower and Lender or any affiliate of Lender ("Swap Transaction") have been paid and satisfied in full, then, within thirty (30) days after receipt of written demand from the Lender after the occurrence of a Put EventTrigger Event Date, Purchaser shall purchase the KO Shareholders shall have Loan Rights (as hereinafter defined) from the right (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject Lender for an amount equal to the Put Right shall include only the Shares currently owned by the KO Shareholders aggregate amount of all outstanding principal, accrued and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice unpaid interest, fees, costs and other amounts due and payable to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders Lender pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer Loan Documents as of the date of Loan Transfer (as hereinafter defined), including, without limitation, amounts owing by Borrower in connection with any Swap Transaction, amounts owing to the request Lender for reimbursement of advances made by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders Lender pursuant to the Put Right are shares Loan Documents (such as, for example, and without limitation, advances for real property taxes, insurance premiums and security and repair costs that may be paid by the Lender), and other amounts owing to the Lender under the Loan Documents whether pursuant to the exercise of Series B Stockthe rights and remedies of the Lender or otherwise (collectively. the "Purchase Price"). The reference in Recital Paragraph A above to "Principal Amount" is not intended to limit the amount of the Purchase Price payable hereunder. After the occurrence of a Trigger Event Date of which the Lender has actual knowledge, the Put Price Lender shall be make no additional advances under the Market Value Loan Documents to the Borrower, unless such advances are made to protect and preserve Lender's collateral for the Loan. Notwithstanding the foregoing, Lender shall not hereafter make any Borrower-requested advance or draw of the Loan to Borrower if the outstanding principal balance of the Loan exceeds the Principal Amount, or if such shares advance would cause the outstanding principal balance of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing Loan to a Put Eventexceed the Principal Amount, such without Purchaser's prior written consent consent. If Purchaser fails to purchase the Loan Rights (and pay the Purchase Price in full) within such thirty (30) day period, interest shall accrue and be deemed to be a waiver of their Put Right for purposes payable on the Purchase Price at the same rate as is then payable on amounts outstanding under the Loan Documents. Simultaneously with receipt by the Lender of the transaction Purchase Price from Purchaser, and as a condition to which written consent has been given; providedPurchaser's obligation to pay the Purchase Price, howeverthe Lender, that such written consent pursuant to documents reasonably acceptable to Purchaser and the Lender (including the original Note endorsed to the order of the Purchaser) (the "Transfer Documents"), shall not be deemed transfer, grant, sell, convey and assign to be a waiver Purchaser (the "Loan Transfer") all of their Put Right for purposes the Loan Rights (as hereinafter defined), without recourse, representation or warranty of any other transaction which might be deemed to constitute a Put Eventkind or nature whatsoever, except for the representations and warranties set forth in Section 4.1 below.

Put Right. (aIf the Company shall not have completed its Initial Public Offering prior to the fifth anniversary of the date hereof and any Designated Regions Holder thereafter shall have made a valid request for a Demand Registration for the Initial Public Offering pursuant to Section 4.3(b)(x) Upon and the occurrence Designated Regions Holders shall have failed within 180 days thereafter to effect the sale pursuant to such Demand Registration of a Put Eventall of the Registrable Securities designated by the Designated Regions Holders for inclusion in such Demand Registration despite the use of their reasonable best efforts, then, at any time thereafter, the KO Shareholders Designated Regions Holders, as a group, shall have the right (a but not the obligation) to require the Company to purchase, all but not less than all of the unsold Shares that had been designated for sale in the Regions Demand Registration (the “Put Right Shares”); provided, that, each Designated Regions Holder shall have complied, in all material respects, with all of its obligations under this Agreement with respect to such Demand Registration. Such put right (the “Put Right”) shall be exercisable upon delivery of a written notice (the “Put Right Notice”) by such Designated Regions Holders (the “Put Right Sellers”) to require the Majority Shareholders to purchase allCompany and Clarion. The Put Right Notice once delivered shall be irrevocable. The Put Right Notice shall specify the number of Put Right Shares. The Designated Regions Holder and the Company shall, but not less than all, following the delivery of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only Notice, negotiate in good faith to determine the Shares currently owned by Fair Market Value; provided, however, if the KO Shareholders Regions Designated Holder and any additional shares of Andina capital stock acquired by the KO Shareholders through Company cannot agree on the exercise of their preemptive rights. The KO Shareholders shall give written notice Fair Market Value on or prior to the Majority Shareholders of their intention to exercise their Put Right within 15 days after 10th day following the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A StockNotice is delivered, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days then at any time after the request by 10th day Regions Designated Holder or the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, Company shall each choose engage an internationally independent nationally recognized investment banking firm with experience in to determine the analysis Fair Market Value. The Company and the Regions Designated Holder shall instruct the investment banking firm to deliver its determination of soft drink businesses, and each of those two firms the Fair Market Value within 60 days from the date the Put Right Notice is delivered. The purchase of their engagement the Put Right Shares shall prepare an appraisal setting forth its occur no later than the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the determination of the Put PriceFair Market Value of such Shares. If such two firms do not agree on Notwithstanding the foregoing, the Company’s obligation to acquire the Put Price Right Shares under this Section 7.2 shall be deferred for so long as and solely to the extent that any of the following such determination circumstances (each, a “Put Right Restriction”) shall exist: (i) the KO Shareholders and the Majority Shareholders continue to be unable to agree upon Company is prohibited by applicable law from acquiring the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined.Right Shares; (ii) If the Shares to be purchase acquisition by the Majority Shareholders pursuant to Company of the Put Right are shares Shares is prohibited by the contractual terms of Series B Stockany financing arrangement applicable to the Company or any of its Subsidiaries and, notwithstanding its commercially reasonable and diligent efforts, the Company is unable to obtain a waiver or consent of the lender(s) thereunder permitting the Company to acquire the Put Price shall be the Market Value of such shares of Series B Stock.Right Shares; or (ciii) If the KO Shareholders shall Company is unable to pay the purchase price for purposes the Put Shares out of this Agreement consent in writing its own available funds and, notwithstanding its commercially reasonable and diligent efforts, is unable to obtain financing for the acquisition of the Put Right Shares on commercially reasonable terms. In the event of the existence of a Put Event, such prior written consent shall Right Restriction at the time the Company would otherwise be deemed obligated to be a waiver of their purchase the Put Right for purposes Shares pursuant to this Section 7.2, the Company shall, to the maximum extent permitted within the parameters of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes Restrictions, perform its obligations to acquire the Put Right Shares within the time frames and in the manner contemplated by this Section 7.2. For example, if the Company is unable to purchase all of any other transaction which might the Put Right Shares as a result of the Put Right Restriction described in clause (iii) above, the Company shall nevertheless purchase, on a pro rata basis, as many of the Put Right Shares as possible in light of the Company’s financial condition and the availability of financing. At such time as the Put Right Restrictions terminate or expire and, in the case of the Put Right Restrictions described in clause (iii), additional funds of the Company or from a financing source become available, the Company shall promptly purchase the balance of the Put Right Shares or such portion thereof that may be deemed to constitute a acquired within the parameters of the Put EventRight Restrictions.

Put Right. (a) Upon With respect to any Shares which the occurrence Participant receives upon exercise, prior to a QPO, of a Put Eventthe Option (the “LTI Option Shares”), on the first business day immediately following the six-month anniversary of the date of exercise of such Option, the KO Shareholders Participant shall have or her or his Transferee (as applicable) shall have the right (a the “Put Right”) ), during the 90-day period following such business day, to require sell to the Majority Shareholders to purchase allCompany (or its designated assignee), but not less than all, and upon the exercise of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right the Company (or its designated assignee) shall include only purchase from the Participant or Transferee, all or any portion of the LTI Option Shares currently owned held by the KO Shareholders and any additional shares Employee Shareholder or as of Andina capital stock acquired by the KO Shareholders through date on which the exercise of their preemptive rights. The KO Shareholders shall give written notice Put Right is exercised at a per LTI Option Share price equal to the Majority Shareholders Fair Value of their intention to exercise their an LTI Option Share determined as of the date the Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)exercised. (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties The Participant or Transferee shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to exercise the Put Right are shares of Series A Stock, by delivering to the Company a written notice (the “Put Price for such shares shall be mutually agreed upon Notice”) specifying his or her intent to sell the LTI Option Shares held by the KO Shareholders Participant or Transferee and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination number of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue LTI Option Shares to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such bankersold. The Put Price of the shares of Series A Stock Right shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer deemed exercised as of the date on which the Participant or Transferee delivers such Put Notice to the Company. Such purchase and sale shall occur on such date as the Company (or its designated assignee) shall specify, which date shall be no later than forty-five (45) days after the end of the request by the KO Shareholders that fiscal quarter in which the Put Price be determined. Notice is delivered. The Company will use commercially reasonable efforts to make the payment for the LTI Option Shares in cash on the date of such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement (iias defined in the Shareholders’ Agreement), the Company may delay any such payment until such restriction lapses as provided below. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Participant or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and shall permit the Participant or Transferee, within ten (10) days of the delivery of the Delay Notice, to rescind the Put Notice. If the Shares to be purchase by the Majority Shareholders pursuant to Participant or Transferee does not rescind the Put Right are shares of Series B StockNotice as provided in the preceding sentence, the Put Price Notice shall remain outstanding and any payment in respect thereof shall be made without the Market Value application of further conditions or impediments as soon as practicable after the payment of such shares purchase price would no longer result in the violation of Series B Stockthe terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Participant or Transferee if no delay had occurred plus interest for the period from the date on which the purchase price would have been paid but for the delay in payment provided herein to the date on which such payment is made (the “Delay Period”), calculated at an annual rate equal to the average annual prime rate charged during the Delay Period by a nationally recognized bank designated by the Board plus one (1) percentage point. (c) If Notwithstanding anything in this Agreement to the KO Shareholders contrary, no Participant or Transferee shall for purposes be entitled to the Put Right if, prior to or concurrent with the exercise thereof, such Participant has violated any of the restrictive covenants set forth in the Plan or in any award agreement entered into pursuant to the Plan (including Section 10 of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Agreement). In the event that the Participant or Transferee exercises the Put Right and, following the date that the Company pays the Participant or Transferee the applicable purchase price for purposes the LTI Option Shares in respect of such Put Right, the Participant violates any of the transaction as restrictive covenants set forth in the Plan or in any award agreement entered into pursuant to which written consent has been given; providedthe Option Plan (including Section 10 of this Agreement), howeverthe Participant or Transferee shall pay to the Company, that within ten (10) business days following the date of such written consent shall not be deemed violation, an amount equal to be a waiver of their the amount the Company paid the Participant or Transferee to purchase the LTI Option Shares pursuant to the Put Right for purposes of any other transaction which might be deemed to constitute a Put EventRight.

Put Right. Notwithstanding anything to the contrary in this Warrant, Holder shall have the right to require the Company to repurchase this Warrant in connection with a Liquidity Event at a repurchase price equal to $900,000. Holder may exercise this “put right” at any time commencing on the earlier of (ai) Upon ten (10) days prior to the occurrence of a Put Liquidity Event, (ii) the KO Shareholders shall have time Holder receives notice that a Liquidity Event has occurred, and (iii) the right time Holder otherwise obtains knowledge that a Liquidity Event has occurred, by giving notice to the Company of Holder’s election pursuant to this Section 1.7; provided that (a A), in case of the early expiration or termination of this Warrant due to an Acquisition in accordance with Sections 1.6.2(A)(b) or 1.6.2(B)(b), Holder must exercise such “Put Right”) to require the Majority Shareholders to purchase put right,” if at all, but not less no later than upon such early expiration or termination, (B) in case of any Acquisition other than one where the sole consideration is cash, Holder must exercise such “put right,” if at all, no later than (x) the consummation of such Acquisition, if Holder has been provided fifteen (15) days prior notice of such Acquisition specifically referencing this “put right” or (y) if such notice is note provided by that time, the fifteenth (15th) day following the notice to Holder of such Acquisition specifically referencing this “put right” and (C), in case of any registered public offering of the shares Company’s common stock, Holder must exercise such “put right,” if at all, not later than the thirtieth (30th) day following the later of Andina stock owned by them (except as provided in i) the next sentenceexpiration of the lock-up period, if any, and (ii) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b)210th day following such public offering. For purposes of this Section 5.1Warrant, a “Liquidity Event” is the Shareholders agree that first of the shares following events to occur after the Issue Date: any adoption of Andina stock subject to the Put Right shall include only the Shares currently owned resolutions by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination Company to dissolve or liquidate the Company, any expiration or termination of this Warrant, any registered public offering of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put EventCompany’s common stock, at the request of the KO Shareholdersand any Acquisition. In any event, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares rights of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree Holder under this Section 1.7 terminate upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms termination of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedWarrant. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon If an Incomplete Co-Sale occurs and the occurrence provisions of a Put EventSection 6 hereof apply, the KO Shareholders shall relevant Participating Co-Sale Stockholder may require Transferring Stockholder to purchase from such Participating Co-Sale Stockholder, for cash or such other consideration as Transferring Stockholder received in the Incomplete Co-Sale, that number of shares of Equity (of the same class, series or type as transferred in the Incomplete Co-Sale, if such Participating Co-Sale Stockholder then owns Equity of such class, series or type, and otherwise of Common Stock) having a purchase price equal to the aggregate purchase price such Participating Co-Sale Stockholder would have received in the right Closing of such Incomplete Co-Sale if such Participating Co-Sale Stockholder had exercised and been able to consummate such Stockholder’s Right of Co-Sale with respect thereto (the “Stockholder’s Put Right”). A Participating Co-Sale Stockholder may exercise such Stockholder’s Put Right by delivery of written notice to Transferring Stockholder and Parent (a “Put RightNotice”) to require the Majority Shareholders to purchase all, but not less than all, within ten (10) days after such Participating Co-Sale Stockholder becomes aware of the shares Incomplete Co-Sale. The closing of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject such sale to the Transferring Stockholder under such Stockholder’s Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right will occur within 15 ten (10) days after the date of the first meeting such Stockholder’s Put Notice. If a Participating Co-Sale Stockholder does not hold shares of the KO same class, series or type as transferred in the Incomplete Co-Sale and is entitled to require Transferring Stockholder to purchase Common Stock held by the Participating Co-Sale Stockholder, for the purpose of determining the number of shares of Common Stock that Transferring Stockholder is required to purchase, the value of such Common Stock shall be equal to its fair market value as determined by the Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, Parent in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a any party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make disputes a determination of the Put PriceBoard of Directors pursuant to this Section 6.2, which determination the matter shall be final and binding on resolved in the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request manner contemplated by the KO Shareholders that the Put Price be determinedSection 3.1(c). (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. Within forty five (a45) Upon days after the occurrence Merger is completed (the “Put Exercise Period”), each of a Put Event, the KO Shareholders Other Contributing Stockholders shall have the right and option (a the “Put RightOption”) to require the Majority Shareholders Chairman SPV to purchase all, all but not less than all, all of the shares of Andina stock Parent Ordinary Shares owned by them such Other Contributing Stockholder (except as provided in the next sentence“Put Securities”) at a price of US$7.25 per Parent Ordinary Share (the “Put Price (calculated on a per share basis) as determined in Section 5.1(bPrice”). For purposes the avoidance of this Section 5.1doubt, the Shareholders agree that Put Option of an Other Contributing Stockholder shall automatically expire, and shall thereafter be of no further force or effect, if a Put Exercise Notice (as defined below) from such Other Contributing Stockholder and the shares payment instruction and other deliverables with respect to the release of Andina stock the Escrow Fund (as defined below) contemplated by Section 5.1 of the Escrow Agreement are not deemed to have been duly given to Chairman SPV and the Escrow Agent, as applicable, at or before midnight (Beijing time) of the last day of the Put Exercise Period pursuant to the instructions set forth in Section 8.11 hereof and Section 10 of the Escrow Agreement, as applicable. Prior to the Merger Closing, Chairman SPV and the Other Contributing Stockholders shall engage a reputable escrow agent (the “Escrow Agent”) and set up one (1) or more escrow accounts with the Escrow Agent (the “Escrow Accounts”). As promptly as reasonably practicable following the Effective Time but not later than three (3) Business Days after Chairman SPV’s receipt of the required funds to complete the transactions contemplated by this Agreement from its financing source, Chairman SPV shall deposit an aggregate amount not less than US$8,000,000 (the “Escrow Fund”) into the Escrow Accounts. The release of all or part of the Escrow Fund in connection with the exercise of the Put Option of any Other Contributing Stockholder shall be subject to the Put Right shall include only the Shares currently owned by the KO Shareholders terms and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date conditions of the first meeting of escrow agreement to be entered among Chairman SPV, the KO Board of Directors which is held at least 30 days after Other Contributing Stockholders and the date upon which Escrow Agent (the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b“Escrow Agreement”). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (ai) Upon If, as of the occurrence of date that is 90 days after the date on which the Stockholder delivers a Third Party Transfer Election pursuant to Sections 2.1(c) or 2.1(d) (any such date, a “Put EventTrigger Date”), (A) Buyer has not consummated a Buyer IPO and (B) the KO Shareholders Stockholder or any Permitted Transferee continue to hold Buyer Common Shares, then the Stockholder shall have the right (on behalf of itself and the Permitted Transferees) to deliver, on one occasion in respect of each Put Trigger Date, a written notice to Buyer on or prior to the date that is 30 days after any such Put Trigger Date, electing to require Buyer to purchase all the Buyer Common Shares then held by the Stockholder or any Permitted Transferee within 90 days of delivery of the written notice to Buyer of such election (any such date, a “Put RightClosing Date”), at a price per Buyer Common Share equal to the Buyer Common Share Value (this amount, the “Put Amount”). The Stockholder and each Permitted Transferee, as applicable, shall execute and deliver to Buyer customary share transfer documentation reasonably requested by Buyer in connection with any Transfer of Buyer Common Shares contemplated by this Section 2.2(c) and, without limiting the foregoing, the Stockholder and each such Permitted Transferee shall be required to require the Majority Shareholders make Fundamental Representations to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided Buyer in the next sentence) at the Put Price (calculated on a per definitive share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject transfer documentation related to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedTransfer. (ii) If the Shares to be purchase by the Majority Shareholders pursuant Notwithstanding anything herein to the contrary, if, following the Closing and prior to the applicable Put Right are shares Closing Date, there has been a material and sustained disruption of, or material and sustained adverse change in, conditions in the financial, banking or capital markets that, in Buyer’s reasonable judgment, would materially impair Buyer’s ability to obtain the financing necessary to pay the Put Amount to the Stockholder or any Permitted Transferee, as applicable, on commercially reasonable terms, then Buyer may, upon delivery of Series B Stockwritten notice to the Stockholder and such Permitted Transferees, extend such Put Closing Date until such time at which such financing becomes available on commercially reasonable terms (this time period, the “Put Price Closing Extension Period”). Buyer shall use reasonable best efforts to obtain this financing at the earliest reasonable opportunity. During any Put Closing Extension Period, interest on the Put Amount will accrue at a rate of four percent (4.0%) per annum; provided that under no circumstances will such interest rate be less than the Market Value of such shares of Series B Stock. (cshort-term Applicable Federal Rate, as defined in Section 1274(d) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as Internal Revenue Code (the “AFR”), and Buyer and the Stockholder shall periodically review this interest rate (and no less than annually) until the Put Amount is fully paid to which written consent has been given; provided, however, that such written consent shall not ensure this interest rate continues to exceed the AFR. Buyer’s internal records of applicable interest rates will be deemed to be a waiver determinative in the absence of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventmanifest error.

Put Right. (ai) Upon At any time and from time to time on or after the occurrence seventh anniversary of the date hereof, but not after the consummation of a Put EventPublic Offering or a Sale of the Company, the KO Shareholders each Securityholder shall have the right (a “Put Right”) to require the Majority Shareholders LLC to purchase all, repurchase all (but not less than all, ) of the shares of Andina stock owned outstanding Securityholder Securities held by them (except as provided in the next sentence) such holder at the Put Repurchase Price (calculated on a per share basisas defined below) as determined in Section 5.1(b). For purposes by giving written notice to the LLC of such holder's exercise of this Section 5.1right (the "Exercise Notice"). (ii) Within 10 days after receipt of an Exercise Notice, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders LLC shall give written notice (the "Repurchase Notice") to each other Securityholder, setting forth the Majority Shareholders identity of their intention the Securityholder tendering such Exercise Notice, the number of shares of Securityholder Securities to exercise their Put Right be repurchased from such Securityholder, and a reasonable approximation of the fair market value of the LLC's assets and of each Securityholder Security at the time of such Repurchase Notice. Each other Securityholder shall be entitled to join in such repurchase and require the LLC to purchase all (but not less than all) of the Securityholder Securities held by such holder at the same closing, at the same price, and on the same terms as the Securityholder tendering the Exercise Notice by giving Exercise Notice within 15 20 days after the date of the first meeting of the KO Board of Directors which is held at least 30 Repurchase Notice. (iii) Promptly (but in any event within three business days after the date upon which end of this 20-day period), the KO Shareholders receive LLC shall send each Securityholder written notice updating the information contained in the Repurchase Notice (the "Revised Repurchase Notice"). Upon the delivery of the Revised Repurchase Notice, the LLC, the holders of a majority of the Investor Securities to be repurchased (if any) and the holders of a majority of the Management Securities to be repurchased (if any) shall in good faith determine the Repurchase Price as provided hereunder, and (subject to the provisions hereof) within ten days after the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Repurchase Price, the Majority Shareholders, on LLC shall purchase and such holders shall sell the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience number of Securityholder Securities specified in the analysis of soft drink businesses, Revised Repurchase Notice at a mutually agreeable time and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedplace. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (ai) Upon the occurrence Subject to Section 10(d)(ii) and Section 10(d)(iii), if there has occurred a Final Failed Remarketing, then Holders of a Put Event, the KO Shareholders Unsecured Notes forming part of any Common Equity Unit shall have the right (a the “Put Right”) to require the Majority Shareholders Corporation to purchase allpurchase, but not less than allon the Fourth Delayed Stock Purchase Date, such Unsecured Notes for cash (the “Put Consideration”) in an amount equal to the principal amount of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares Unsecured Notes to be purchased by the Majority Shareholders pursuant to Corporation plus the Put Right are shares of Series A Stockunpaid interest thereon that has accrued to, but not including, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Fourth Delayed Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedPurchase Date. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the The Put Right are shares of Series B Stocka Holder of Unsecured Notes forming part of any Normal Common Equity Units shall automatically, the Put Price shall be the Market Value without any action of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put EventHolder, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of exercised on the transaction as to which written consent has been givenFourth Delayed Stock Purchase Date; provided, however, that such written consent Put Right shall not be deemed not to be exercised if (1) a waiver Final Failed Remarketing does not occur; or (2) such Holder duly elects Cash Settlement to apply to such Normal Common Equity Units in accordance with, and subject to, Section 5.2(b) Stock Purchase Contract Agreement and Section 5.5 of the Pledge Agreement (including, without limitation, the due payment, in accordance therewith, in lawful money of the United States by certified or cashiers’ check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary (as defined in the Stock Purchase Contract Agreement), of the aggregate purchase price payable pursuant to the applicable Stock Purchase Contracts of such Normal Common Equity Units). Notwithstanding anything herein to the contrary, in no event shall a Holder be permitted to exercise the Put Right unless the principal amount of the Unsecured Notes as to which the Put Right is exercised[Insert for double tranche Unsecured Notes: “, and the principal amount of each tranche of Component Unsecured Notes forming part of such Unsecured Notes,”] is an integral multiple of one thousand dollars ($1,000). (iii) The rights of Holders of Unsecured Notes forming part of a Normal Common Equity Unit, including their Put Right Rights, shall be subject to the security interest in such shares in favor of the Corporation provided for purposes in the Pledge Agreement and, in the case of Unsecured Notes that form part of any other transaction which might be deemed to constitute a Put EventPledged Common Equity Units, the Indemnification Security Agreement.

Put Right. (a) Upon the occurrence of a Put Event, the KO Shareholders Each GCFC Shareholder shall have the right (a “the "Put Right”") to require sell to the Majority Shareholders Company, in one or more transactions, all or any of his or her Merger Common Stock (the "Put Option Securities") then owned by said shareholder, and the Company shall be obligated to purchase (the "Put Obligation") from the GCFC Shareholder all of such Put Option Securities offered by the GCFC Shareholder. In order to exercise the Put Right, the GCFC Shareholder shall notify the Company in writing delivered to the Company at the address set forth in Section 4.6 (a "Put Notice") of his or her exercise thereof at any time at which the Put Right may be exercised hereunder; provided, however, that a Put Right may not be exercised after _______________, 2009. The price per share to be paid by the Company for Put Option Securities pursuant to this Article II shall equal the Put Price in effect on the date of the Put Notice. Once delivered, a Put Notice shall be irrevocable as to the Put Option Securities covered thereby. After the exercise of the Put Right by the GCFC Shareholder, the Company shall purchase all, but not less than all, of the shares of Andina stock owned Put Option Securities offered by them (except as provided in the next sentence) at GCFC Shareholder by paying the aggregate Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject such Put Option Securities to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right GCFC Shareholder in cash within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination Company's receipt of the Put Price pursuant to Section 5.1(b)Notice. (b) Upon the occurrence of a Put Event, at the request The closing of the KO Shareholderspurchase and sale of any Put Option Securities shall take place on such date within the 30-day period specified in Section 2.1(a), and at such place, as the Company and the GCFC Shareholder shall agree. At such closing, the parties GCFC Shareholder shall cause Transfer full right, title and interest in and to all Put Option Securities covered by the Put Notice to the Company, free and clear of all Liens, and shall deliver to the Company a certificate or certificates representing such Put Option Securities, in each case duly endorsed for transfer or accompanied by appropriate transfer powers duly endorsed for transfer. At such closing, the Company shall pay to the GCFC Shareholder, by wire transfer of immediately available funds an amount equal to the aggregate Put Price of such Put Option Securities and deliver a new stock certificate representing the number of Merger Common Stock shares, if any, with respect to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to which the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stockthen have been exercised. (c) If Except as provided in Section 2.1(d), in the KO Shareholders event that the Company shall for purposes not fully satisfy its obligation to pay the aggregate Put Price of this Agreement consent any Put Option Securities in writing to a Put Eventaccordance with the terms of paragraphs (a) and (b) above, such prior written consent unsatisfied Put Obligation shall thereafter accrue interest at the Prime Rate until the date that such Put Obligation and any accrued interest thereon have been satisfied in full. All amounts paid by the Company with respect to any outstanding Put Obligation shall be deemed applied first to be any accrued but unpaid interest thereon. (d) Whenever a waiver of their GCFC Shareholder has exercised his or her Put Right for purposes under Section 2.1(a), any closing time period specified in Section 2.1(b) shall be tolled until any necessary governmental approval is received or regulatory requirement satisfied, including without limitation approvals or requirements under the Securities Act of 1933, as amended, Securities Exchange Act of 1934, as amended, the transaction Bank Holding Company Act of 1956, as to which written consent has been given; providedamended, howeveror the Michigan Business Corporation Act, as amended, provided that such written consent tolling period shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventexceed 30 days.

Put Right. The Preferred Members have a put right, on the terms and conditions set forth in this Section 7.01 (a) Upon the occurrence “Put Right”), to cause the Company to redeem, from time to time, all or any portion of a the Preferred Units then held by the Preferred Members. To exercise the Put EventRight, the KO Shareholders Preferred Members holding no less than 60% of the outstanding Preferred Units (“Requisite Preferred Holders”) on behalf of all of the Preferred Members, shall have notify the right Company and Vinco, in writing (a “Put RightNotice”), that the Preferred Members are electing to sell to the Company that number of Preferred Units specified in such Put Notice for the Put Price. The Put Right with respect to Preferred Units may not be exercised until at least six (6) months and one day following receipt of said Preferred Units which may be received from time to require time pursuant to Section 3.02. The Company shall be required to consummate the Majority Shareholders purchase of the Preferred Units specified in such Put Notice for the Put Price. The closing of any purchase and sale of the Preferred Units specified in such Put Notice shall take place at the principal office of the Company (or such other location agreed to purchase allby the Company and the Requisite Preferred Holders) on a date determined by the Company, but not less in any event no later than allten (10) business days following receipt of such Put Notice. At such closing, of the shares of Andina stock owned by them (except as provided in Company shall deliver to the next sentence) at Preferred Members t the Put Price (calculated which shall be allocated to the Preferred Members on a per share basispro rata basis based on the number of Preferred Units being redeemed from each Preferred Member) through the issuance and delivery to the Preferred Members of a number of shares of BBIG Shares equal to the Applicable Percentage, as determined quantified in Section 5.1(b)the formula below, of the Fixed Share Amount with respect to such Put Notice. For purposes the avoidance of this Section 5.1doubt, the Shareholders agree that Requisite Preferred Holders may deliver multiple Put Notices from time to time until such time as all of the shares Preferred Units have been redeemed from the Preferred Members. By way of Andina stock subject to example, if Preferred Members collectively own 1,000,000 Preferred Units (A), and the Put Right shall include only is exercised by Requisite Preferred Holders for 500,000 of the Shares currently owned Preferred Units (B), the Applicable Percentage is 50% determined by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one handformula: B/A, and the KO Shareholders, on Company shall satisfy the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally demand by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the paying 500,000 shares of Series A BBIG Stock in consideration for 500,000 Preferred Units, Preferred Members holding the remaining 500,000 Preferred Units shall be have the price that ability to exercise a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes up to the amount of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver remaining amount of their Put Right for purposes of the Preferred Units at any other transaction which might be deemed to constitute a Put Eventtime.

Put Right. (a) Upon At any time after February 28, 2015, if the occurrence of Property has not been sold (which shall mean the Property has been conveyed pursuant to a Put Eventsales agreement to a third party, the KO Shareholders and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right to deliver to BEMT a notice (a “Put RightForced Sale Notice”) stating that Stonehenge wishes to require sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the Majority Shareholders State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided Stonehenge's Percentage Interest in the next sentenceProperty (“Stonehenge's Co-Tenancy Interest”) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject for an amount equal to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 Forced Sale Purchase Price no later than ninety (90) days after from the date of the first meeting Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the KO Board of Directors which is held at least 30 days after Guaranty and the date upon which LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the KO Shareholders receive written notice extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the determination Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the Put Price pursuant deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to Section 5.1(b)effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Notice. (b) Upon Transfer of Stonehenge's Co-Tenancy Interest shall be by limited warranty deed and bxxx of sale and assignment, free and clear of all liens or encumbrances (other than matters of record identified on Stonehenge's Owner's title insurance policy and such other encumbrances consented to by the occurrence Co-Tenants), with warranties that Stonehenge holds title to and is conveying Stonehenge's Co-Tenancy Interest free and clear of any encumbrances, other than the Loan. All deeds, bills of sale, assignments and other conveyancing documents and instruments of transfer shall be in form and substance reasonably satisfactory to the purchasing party as may be necessary or reasonably required to effectuate the sale and transfer to the purchasing party in accordance with the terms hereof. Other than each Co-Tenant's own legal expenses, which shall be borne solely by such Co-Tenant, closing costs in connection with the sale of Stonehenge's Co- Tenancy Interest, including, without limitation, recording costs, and recording taxes, shall be paid by the party that would customarily bear such cost in the jurisdiction where the Property is located. BEMT shall bear the costs of title insurance fees and transfer taxes, along with any fees associated with a Put Event, at the request lender's approval of the KO Shareholders, the parties such transaction including any assumption or review fees. BEMT shall cause the Put Price Guarantor affiliated with Stonehenge to be determined as follows: (i) If released from liability under the shares Guaranty arising from and after such sale, and for the LOC to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience released in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stockfull. (c) If To the KO Shareholders extent Stonehenge has elected to exercise the right set forth in this Sxxxxxx 00, xxxxxxx XX0 xxx XX0 shall for purposes of this Agreement consent in writing have the right to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of exercise the transaction as to which written consent has been givenbuy/sell provisions set forth on Exhibit “C” hereto; provided, however, that if any such written buy/sell rights have been exercised prior to BEMT's receipt of the Forced Sale Notice, then Stonehenge will not have the right to exercise its rights under this Section 12 to interrupt or avoid the implementation of the buy/sell provisions set forth on Exhibit “C” hereto. (d) Should BEMT fail to perform pursuant to this Section 13, then Stonehenge shall be entitled to avail itself of any and all remedies available at law or in equity, including, without limitation, an action for specific performance against BEMT; provided, that, if, following the exercise of commercially reasonable efforts following receipt of the Forced Sale Notice (which commercially reasonable efforts shall include, without limitation, offering BR Residential Holdings, LP, as a replacement guarantor to Secured Lender in connection with the transaction described in this Section 13), BEMT is unable to cause any Secured Lender to consent to the release of the Guaranty and the release of the LOC (and BEMT's subsequent failure to refinance the Loan), then Stonehenge shall not be deemed entitled to be a waiver of their Put Right for purposes avail itself of any other transaction which might be deemed of the foregoing remedies and the Co-Tenants shall proceed to constitute a Put Eventmarket and sell the Property on commercially reasonable terms.

Put Right. (a) Upon Each Seller shall have, commencing on the occurrence first anniversary of a the date hereof through the fifth anniversary of the date hereof (the “Put EventExercise Period”), the KO Shareholders shall have right and option to cause the right Buyer to purchase (a the “Put Right”) from such Seller the remaining shares of Common Stock held by such Seller (with respect to require such Seller, the Majority Shareholders “Seller Option Shares”) and Buyer shall have the obligation to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided such Seller Option Shares in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of accordance with this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)5.4. (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price In order to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to exercise the Put Right are shares of Series A Stockduring the Put Exercise Period, the exercising Seller shall deliver to Buyer between January 1 and March 31 of the fiscal year in which the Put Price for Right is being exercised, a written notice of such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable exercise to agree within thirty days after the request by the KO Shareholders for the determination such address or facsimile number set forth on Exhibit A (it being understood that no exercise of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience Right will be valid unless it is exercised in the analysis of soft drink businessesperiod between January 1 and March 31). Provided such notice is delivered in accordance with this Section 5.4 to such Seller on or prior to 6:30 p.m. (New York time) on a Business Day, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination exercise (the “Put Notice Date”) of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm Right shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination such delivery of the Put Price, which determination shall be final and binding to the partiessuch notice. The cost delivery of a put notice in accordance herewith shall constitute a binding obligation (a) on the part of Buyer to purchase, and (b) on the part of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails Seller to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or partiessell, the other party or parties shall, Seller’s Option Shares subject to such notice in good faith, cooperate accordance with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockAgreement. (c) If The closing for the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes purchase and sale of the transaction Seller Option Shares pursuant to this Section 5.4 shall take place at the offices of the Company on the first Business Day which is fifteen (15) days after the Put Notice Date (or such other date as the Buyer and applicable Seller may agree). At such closing, (i) the Buyer shall pay the Call/Put Price against delivery of the Seller Option Shares and (ii) the applicable Seller shall deliver instruments of assignment and other agreements and documents reasonably satisfactory to which written consent has been given; providedthe Buyer effectively assigning the Seller Option Shares held by such Seller, however, that such written consent shall not be deemed to be a waiver free and clear of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventall Claims.

Put Right. (ai) Upon the occurrence of a Put Event, the KO Shareholders Each Stockholder shall have the right right, subject to the following provisions of this Section 3(c), to put to iDNA, and require iDNA to purchase from it or him, any or all of its or his Issued Shares (exclusive of any Sold Shares, Precluded Shares or Declined Shares) at a price per Issued Share equal to the Set Price (such right, the “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If any Stockholder desires to exercise the Put Right, it or he shall do so by giving iDNA written notice to such effect during the period October 31, 2013 through November 15, 2013, which notice shall specify the number of Issued Shares (exclusive of any Sold Shares, Precluded Shares or Declined Shares) that are owned of record by such Stockholder and with respect to be purchase by which such Stockholder is exercising the Majority Shareholders pursuant to Put Right. (iii) If any Stockholder gives notice of its or his exercise of the Put Right are shares as provided above, then (subject to clause (iv) below) within fifteen (15) days following such exercise, iDNA shall make payment (against receipt of Series B Stockstock certificates surrendered to iDNA at its principal executive offices for the Issued Shares being repurchased) to such Stockholder for the Issued Shares such Stockholder has elected to have repurchased by iDNA, with such payment to be made by certified check, by wire transfer or otherwise in immediately available funds. (iv) Notwithstanding anything contained herein to the contrary, the Put Price Right shall not be exercisable if one or more of the Market Value Stockholders shall have received [(or be deemed to have received)] aggregate consideration of such shares at least five million dollars ($5,000,000) on account of Series B Stockor with respect to the sale, transfer, redemption or other disposition of some or all of the Issued Shares. (cv) If In the KO Shareholders event that the Put Right is exercised, iDNA shall have up to one hundred and eighty (180) days to consummate a sale or other disposition of the Campus Corporations (or all or substantially all of the business and assets thereof) and use the net proceeds from such sale or other disposition to repurchase or be applied to repurchase the Issued Shares. In the event the aggregate amount required to be paid under this Section 3(c) for purposes the repurchase of this Agreement consent in writing to a Put Eventany Issued Shares exceeds the amount of the net proceeds derived from such sale or other disposition, such prior written consent excess shall be deemed payable to be a waiver of their Put Right for purposes of the transaction as Stockholders in twenty-four (24) equal monthly installment to which written consent has been given; provided, however, repurchase those Issued Shares that such written consent shall cannot be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventrepurchased with such net proceeds.

Put Right. Notwithstanding anything to the contrary in this Warrant, Holder shall have the right to require the Company to repurchase this Warrant in connection with a Liquidity Event at a repurchase price equal to $1,170,833.34. Holder may exercise this “put right” at any time commencing on the earlier of (ai) Upon ten (10) days prior to the occurrence of a Put Liquidity Event, (ii) the KO Shareholders shall have time Holder receives notice that a Liquidity Event has occurred, and (iii) the right time Holder otherwise obtains knowledge that a Liquidity Event has occurred, by giving notice to the Company of Holder’s election pursuant to this Section 1.7; provided that (a A), in case of the early expiration or termination of this Warrant due to an Acquisition in accordance with Sections 1.6.2(A)(b) or 1.6.2(B)(b), Holder must exercise such “Put Right”) to require the Majority Shareholders to purchase put right,” if at all, but not less no later than upon such early expiration or termination, (B) in case of any Acquisition other than one where the sole consideration is cash, Holder must exercise such “put right,” if at all, no later than (x) the consummation of such Acquisition, if Holder has been provided fifteen (15) days prior notice of such Acquisition specifically referencing this “put right” or (y) if such notice is note provided by that time, the fifteenth (15th) day following the notice to Holder of such Acquisition specifically referencing this “put right” and (C), in case of any registered public offering of the shares Company’s common stock, Holder must exercise such “put right,” if at all, not later than the thirtieth (30th) day following the later of Andina stock owned by them (except as provided in i) the next sentenceexpiration of the lock-up period, if any, and (ii) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b)210th day following such public offering. For purposes of this Section 5.1Warrant, a “Liquidity Event” is the Shareholders agree that first of the shares following events to occur after the Issue Date: any adoption of Andina stock subject to the Put Right shall include only the Shares currently owned resolutions by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination Company to dissolve or liquidate the Company, any expiration or termination of this Warrant, any registered public offering of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put EventCompany’s common stock, at the request of the KO Shareholdersand any Acquisition. In any event, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares rights of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree Holder under this Section 1.7 terminate upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms termination of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedWarrant. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon Subject to the occurrence conditions set forth in paragraph (b), at any time in the period between the Closing Date and the third anniversary of a Put Eventthe Closing Date (the "Exercise Period"), the KO Shareholders Purchaser shall have the right (a “the "Put Right”") on one occasion, in its sole discretion, to require the Majority Shareholders Seller, or a Person designated by the Seller, to purchase from the Purchaser all, but not less than all, of all of the Purchaser's right, title and interest in the shares of Andina capital stock of Tuscarora Energy Corp. ("TEC"), currently owned by them GEI (except the "TEC Shares"), at a price of $18,900,000 (the "Put Price"), as provided adjusted in accordance with the next succeeding sentence. The Put Price shall be (i) at reduced by the sum of (A) the amount of all cash distributions of any type received by TEC from Lockport from the Closing Date to the Put Closing Date (as defined below), plus (B) the fair market value of all non-cash distributions of any type received by TEC from Lockport from the Closing Date to the Put Closing Date, plus (C) the amount of all payments from the Seller to any Indemnified Person (as defined in Section 5.3) pursuant to Section 5.1 from the Closing Date to the Put Closing Date, to the extent such payments under this subclause (C) arise from, are by reason of, or are in connection with, breaches of representations and warranties or covenants of the Seller herein relating to Lockport or TEC and (ii) increased by the amount of any capital contribution made to Lockport by TEC from the Closing Date to the Put Closing Date, provided that the aggregate increases in the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, due to capital contributions shall not be greater than the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days aggregate distributions previously received after the date of Closing Date by TEC from Lockport. Notwithstanding the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of foregoing, in no event shall the Put Price pursuant to Section 5.1(b)be greater than $18,900,000. (b) Upon It shall be a condition precedent to the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price Purchaser's right to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to exercise the Put Right are shares that on the date of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination exercise of the Put Price, the Majority Shareholders, on the one hand, Right and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day termClosing Date (as defined in paragraph (c)), the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination TEC owns all of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer assets it owns as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockClosing Date. (c) If the KO Shareholders Purchaser wishes to exercise the Put Right, it shall for purposes give the Seller written notice thereof within the Exercise Period (the "Exercise Notice") together with a certificate of this Agreement consent its Chief Financial Officer, in writing form and substance reasonably satisfactory to a Put Eventthe Seller, (i) certifying the amounts, if any, either (x) received on or before the date of such prior written consent notice by TEC or any Indemnified Person as described in subclauses (i)(A), (B) and (C) in paragraph (a) or (y) contributed by TEC to Lockport as described in clause (ii) in paragraph (a), and (ii) stating that the conditions set forth in paragraph (b) have been satisfied as of the date of such certificate (the "Exercise Notice Certificate"). The purchase and sale of the TEC Shares shall be deemed consummated within 20 business days following the receipt by Seller of the Exercise Notice (the "Put Closing Date"). (d) In order to be a waiver confirm the information set forth in the Exercise Notice Certificate, between the date of the receipt of the Exercise Notice by Seller and the Put Closing Date, the Purchaser shall, and shall cause TEC and, to the extent within Purchaser's control, Lockport, to permit the Seller and its agents and representatives to have access to the Purchaser, TEC and Lockport, and each of their respective officers, auditors, books and records, upon reasonable notice and during normal business hours. All information so furnished to the Seller shall be held in strict confidence by the Seller. (e) On the Put Right for purposes Closing Date, the Purchaser shall (i) provide a certificate of the transaction Chief Financial Official, in form and substance reasonably satisfactory to the Seller, stating that the information set forth in the Exercise Notice Certificate is true and correct as if provided on and as of the Put Closing Date and (ii) convey to the Seller ownership of all of the TEC shares, free and clear of all Claims (other than Claims which written consent has been given; providedexist at the time of the Closing). Contemporaneously with such provision and conveyance, however, that such written consent the Seller shall not be deemed deliver the adjusted Put Price by wire transfer of immediately available funds to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventthe Purchaser.

Put Right. (a) Upon the occurrence of a Put Event, the KO Shareholders Each Cypress Holder shall have the right (a but not the obligation), subject to the terms and conditions of this Section 6 and of Section 7, to sell in one or more transactions in connection with the termination of the Consulting Agreement (i) by the Company or one of its Subsidiaries without Cause or (ii) by the Xxxxxxx, CIH or Cypress Group for Good Reason, and the Company shall be obligated to purchase (x) all or any shares of Common Stock held by such Cypress Holder as of the termination of the Consulting Agreement (whether or not acquired upon exercise of the Option) and (y) all or any portion of the options to purchase Common Stock (including, without limitation, the Option) held by such Cypress Holder that is or becomes vested (collectively, the “Vested Options”), in each case at the applicable Put Price (as defined below) (the “Put Right”). To exercise the Put Right, such Cypress Holder must give written notice thereof to the Company (the “Put Notice”). The Put Notice is irrevocable and must (1) be in writing and signed by such Cypress Holder, (2) set forth the intent to require exercise the Majority Shareholders Put Right and contain the total number of shares of Common Stock and Vested Options to purchase allbe sold to the Company pursuant to the Put Right and (3) be delivered to the Company within 120 days following the termination of the Consulting Agreement. (b) The Company shall have no obligation to repurchase shares of Common Stock or Vested Options pursuant to the exercise of the Put Right unless the repurchase will not violate any loan covenants or other agreements imposed or required by any entity as part of the extension of financing to the Company. If the repurchase of Common Stock or Vested Options pursuant to the Put Right is prohibited by the Company’s financing arrangements, but the Company shall deliver written notice to the applicable Cypress Holder, upon or as soon as administratively practicable after the first date on which such repurchase would not less than allviolate the Company’s financing arrangements, and, in order to exercise the Put Right, the such Cypress Holder, must again deliver a Put Notice to the Company in accordance with Section 6(a), with such Put Right to be exercised within 120 days following the receipt of such notice from the Company. Notwithstanding anything to the contrary contained herein, no Cypress Holder shall have a Put Right if (i) the shares of Common Stock or Vested Options are subject to any lien, encumbrance, pledge, or other interest of any third party or have been transferred in violation of applicable law, or the restrictions on transfer contemplated by this Agreement or (ii) the repurchase would violate applicable laws, regulations or exchange listing rules restricting corporate distributions to stockholders. (c) The price to be paid by the Company upon settlement of the Put Right shall equal (i) with respect to shares of Common Stock, the fair market value (as determined in accordance with Section 4(e)) of a share of Common Stock as of the date of the closing of the repurchase, and (ii) with respect to Vested Options, the fair market value (as determined in accordance with Section 4(e)) of the shares of Andina stock owned by them (except as provided in Common Stock issuable upon exercise of the next sentence) at the Put Price (calculated on a per share basis) Vested Options as determined in Section 5.1(bunder this Agreement as of the date of the closing of the repurchase, less the aggregate exercise price of such Vested Options (the price under clause (i) or (ii) above, as applicable, is referred to herein as the “Put Price”). For purposes . (d) The closing of any repurchase under this Section 5.1, the Shareholders agree that the shares of Andina stock subject 6 shall be at a date to the Put Right shall include only the Shares currently owned be specified by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice Company, such date to the Majority Shareholders of their intention to exercise their Put Right within 15 be no later than 30 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the applicable Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such bankerNotice. The Put Price shall be paid at the closing in the form of a check, wire transfer of immediately available funds or by cancellation of money purchase indebtedness of the applicable Cypress Holder against surrender by such Cypress Holder of a stock certificate evidencing the shares of Series A Common Stock shall be the price that a holder with duly endorsed stock powers, or such other instrument of shares of Series A Stock would receive upon the sale transfer or cancellation of such shares in a transaction under market conditions between a willing seller and a willing buyer Vested Options as of the date of the request may be reasonably requested by the KO Shareholders that the Put Price be determinedCompany. (iie) If the Shares to be purchase by the Majority Shareholders pursuant The Put Right shall terminate to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing extent that it is not exercised prior to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventQualified Public Offering.

Put Right. (a) Upon If no Liquidity Event shall have occurred by the occurrence later of a Put EventOctober 22, 2003 or 90 days following the KO Shareholders final maturity date of debt securities issued in the High Yield Debt and Equity Offering, then each of Nassau and its Affiliates, AT&T, GECC and CoreStates shall have the right right, at any time thereafter, by giving written notice to the Company (a “Put Right”) "PUT NOTICE"), to require the Majority Shareholders Company to purchase all, but not less than all, repurchase (a "PUT") all or any portion of the shares of Andina stock owned Convertible Preferred Stock or Common Stock held by them such Stockholder for an amount (except the "PUT AMOUNT") equal to (A) the fair market value of the shares subject to such Put as provided determined within 30 days of each Put Notice by an investment bank of national reputation which is mutually acceptable to the Company and holders of a majority of the voting power of Common Stock and Common Stock Equivalents held by all parties exercising Puts hereunder or (B) in the next sentence) case of any shares of Convertible Preferred Stock, at the liquidation preference thereof plus all accrued and unpaid dividends, at the option of holders thereof; provided that AT&T, GECC and CoreStates shall not have the right to exercise a Put Price (calculated on hereunder unless Nassau or its Affiliates have exercised a per share basis) as determined in Put. The Company shall give AT&T, GECC and CoreStates prompt notice of Nassau's intent to exercise a Put. The Company shall give Notice to Nassau and the other Stockholders of any exercise of the Put right under Section 5.1(b)14 of either of the Subsidiary Warrants or hereunder. For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject The Company shall pay to the party exercising a Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares Put Amount within 60 days of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of such determination of fair market value. Any unpaid balance of a Put Amount thereafter shall bear interest, which interest shall be paid together with any payment of such Put Amount, at a rate of 18.0% per annum (the first meeting "DEFAULT RATE"); provided that accrual of interest at the KO Board Default Rate shall not constitute a waiver of Directors which is held at least 30 days after the date upon which the KO Shareholders any party exercising a Put hereunder to receive written notice of the determination immediate payment of the Put Price pursuant to Section 5.1(b)Amount. (b) Upon If at the occurrence time of any exercise of a Put Eventhereunder there shall be pending any Put by any other party hereunder or any Repurchase Notice under Section 14 of either Subsidiary Warrant, and if either the Company or KMC shall not have funds legally available in the amount necessary to repurchase all the Convertible Preferred Stock, Common Stock, Subsidiary Warrants and Warrant Stock with respect to which a Put Notice or Repurchase Notice has been received, then such Convertible Preferred Stock, Common Stock, Subsidiary Warrants and Warrant Stock, as applicable, shall be repurchased by the Company or KMC, as applicable, to the extent that funds are legally available for such repurchases; PROVIDED that (A) the Put Amount and (B) the Repurchase Amount (as defined in the Subsidiary Warrants) to be received by each party exercising a Put shall be aggregated and paid to each such party pro rata. Any Put not satisfied in full in cash shall remain an obligation of the Company and shall be evidenced by a promissory note due within 366 days and bearing interest at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant Default Rate to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stockextent provided above. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put EventThe Company agrees that it will effect all such capital contributions, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction advances, dividends and other actions among itself and its wholly-owned subsidiaries so as to which written consent has been given; provided, however, that maximize the Company's and KMC's ability to satisfy the Put rights contained in this Section 5 and the put rights contained in Section 14 of either Subsidiary Warrant subject to such written consent shall not limitations as may be deemed to be a waiver of their Put Right for purposes applicable under applicable law and the terms of any other transaction agreement to which might the Company and its subsidiaries may be deemed to constitute a Put Eventbound.

Put Right. (a) Upon Subject to paragraph (b) hereof, if there has not been a Successful Remarketing on or prior to the occurrence Final Remarketing Date, holders of a Put EventSenior Notes will, the KO Shareholders shall subject to this Section 8.05, have the right (a “the "Put Right”") to require the Majority Shareholders Company to purchase allsuch Senior Notes on the Purchase Contract Settlement Date, at a price per Senior Note to be purchased equal to the principal amount of the applicable Senior Note, plus accrued and unpaid interest to, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1excluding, the Shareholders agree that Purchase Contract Settlement Date (the shares of Andina stock subject to the "Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(bPrice"). (b) Upon The Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the occurrence second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement, and such holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Put Event, at the request portion of the KO Shareholdersproceeds of the Put Right of the Senior Notes underlying such Applicable Ownership Interests in Senior Notes equal to the Purchase Price in full satisfaction of such holders' obligations under the Purchase Contracts, the parties shall cause and any remaining amount of the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination following satisfaction of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If related Purchase Contracts will be paid to such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stockholder. (c) If The Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the KO Shareholders Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall for purposes deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of this Agreement consent in writing all Separate Senior Notes with respect to which a holder has exercised a Put EventRight. In exchange for any Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such prior written consent shall be deemed amount to be a waiver the holders of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventSeparate Senior Notes.

Put Right. (a) Upon Subject to Section 3.5(d), if the occurrence Second Closing does not occur by March 30, 2018, from and after such date, each of a Put Event, the KO Shareholders Sellers shall have the right (a “Put Right”) to require the Majority Shareholders elect to purchase sell to Buyer, and Buyer shall buy, all, but not less than all, of the shares Second Closing Membership Interests (less any Secured Interests finally foreclosed upon by Parent pursuant to the Pledge Agreements) held by such Seller at a price equal to what the Second Closing Purchase Price would have been, had the Second Closing occurred on March 30, 2018, plus an amount equal to the sum of Andina stock owned (x) the Unpaid Distributions with respect to such Seller and (y) the excess of (A) the Second Closing Adjustment Amount (determined by them (except as provided substituting “Put Right Closing Date” for “Second Closing Date” in the next sentence) at the Put Price (calculated on a per share basis) as determined definition of Second Closing Adjustment Amount in Section 5.1(b3.2(c). For purposes ) over (B) the amount of this distributions made under Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date 4.2 of the first meeting NewCo Limited Liability Company Agreement to such Seller in respect of allocations or anticipated allocations in Tax periods beginning on or after January 1, 2018 which were not applied to reduce the amount of any distribution provided for in Section 4.1(a) or 4.1(b) of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)Newco Limited Liability Company Agreement. (b) Upon the occurrence Subject to Section 3.5(d), if either Seller desires to sell all, but not less than all, of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: such Seller’s Second Closing Membership Interests (i) If the shares to be purchased less any Secured Interests finally foreclosed upon by the Majority Shareholders Parent pursuant to the Put Right Pledge Agreements) pursuant to this Section 3.5, such Seller shall deliver to Buyer a written notice (the “Sale Notice”) specifying the number of Second Closing Membership Interests to be sold (the “Offered Seller Units”) by such Seller. By delivering the Sale Notice, such Seller represents and warrants to Buyer that (x) such Seller has full right, title and interest in and to such Offered Seller Units, (y) such Seller has all the necessary power and authority and has taken all necessary action to sell such Offered Seller Units as contemplated by this Section 3.5, and (z) such Offered Seller Units are shares free and clear of Series A Stock, the Put Price for such shares any and all Liens. The closing of any sale of Offered Seller Units pursuant to this Section 3.5 shall be mutually agreed upon take place no later than 45 days following receipt by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination Buyer of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, Sale Notice. Buyer shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If give such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within Seller at least ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a days’ written notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of such closing (the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the “Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockClosing Date”). (c) If Buyer shall pay the KO Shareholders purchase price for the Second Closing Membership Interests (less any Secured Interests finally foreclosed upon by Parent pursuant to the Pledge Agreements), as set forth in Section 3.2 and Section 3.5(a). At the closing of any sale and purchase pursuant to this Section 3.5, the offering Seller shall for purposes deliver to Buyer a certificate or certificates (if any) representing the Offered Seller Units, accompanied by evidence of transfer. (d) Notwithstanding the foregoing, if the failure of the Second Closing to occur by March 30, 2018 is due solely as a result of the failure of the conditions in Section 9.2(a)(i)(A) and/or (B) to be satisfied, then neither Seller shall have the right to deliver a Sale Notice pursuant to this Section 3.5 unless and until such conditions have been satisfied. (e) Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that if Sellers exercise their rights pursuant to this Section 3.5, such exercise shall have no effect on Buyer’s or Parent’s right to seek indemnification or make any claim arising out of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put EventAgreement.

Put Right. (a) Upon During the occurrence 60-day period ending on the Put Date, each Trust and each Qualified Holder of a Put Event, the KO Shareholders shall Series C Voting Preferred Stock will have the right to put such holder’s Series C Voting Preferred Stock to Wings, in which event Wings will be required to elect either (a “Put Right”i) to require repurchase for either cash equal to the Majority Shareholders to purchase all, but not less than all, of the Put Price or shares of Andina stock owned by them (except as provided in Class A Voting Common Stock having a Trading Price per share equal to the next sentence) Put Price, each of such holder’s shares of Series C Voting Preferred Stock at the Put Price, or (ii) to permit each such holder to elect either (A) to receive the number of shares of common stock into which such holder’s shares of Series C Voting Preferred Stock are convertible, plus the Excess Amount multiplied by the number of such holder’s shares of Series C Voting Preferred Stock which are so converted, or (B) to have a number of shares of Class A Voting Common Stock equal to the number of shares of common stock into which such holder’s shares of Series C Voting Preferred Stock are convertible sold on such holder’s behalf by the Sales Agent or pursuant to an underwritten public offering, as the case may be as specified in Section 1.9, and to receive a cash amount equal to (x) the Offering Price (calculated on a per share basisof Class A Voting Common Stock sold plus (y) as determined in Section 5.1(b). For purposes the Excess Amount multiplied by the number of this Section 5.1, the Shareholders agree that the such holder’s shares of Andina stock subject Series C Preferred Stock which have been so converted. Wings will be required to make the election between (i) and (ii) above on or before the Put Election Date, to issue a public announcement of its election no later than the Put Election Date and, if it has elected (ii) above, to deliver promptly to the Put Right shall include only holders of Series C Voting Preferred Stock an election form for them to select either (ii)(A) or (ii)(B) above (in whole or in part) with respect to their shares of Series C Voting Preferred Stock. Such election form will be returnable to the Shares currently owned Plan Trustees by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)Date. (b) Upon Payment by Wings to the occurrence holders of a Put Event, at the request Series C Voting Preferred Stock of the KO Shareholders, the parties shall cause the Put Price any cash due to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to them in respect of their exercise of the Put Right are will be made on the Put Payment Date. If Wings elects to issue new shares of Series Class A StockVoting Common Stock to such holders pursuant to Section 3.5(a)(i), promptly following such election, but not later than the Put Price for Date, Wings will commence efforts to register such new shares under the Securities Act of 1933 (the “1933 Act”) and will use its best efforts to cause such registration to become effective as soon as practicable thereafter. Delivery of such shares shall to the holders of Series C Voting Preferred Stock will be mutually agreed upon by made seven days after the KO Shareholders and the Majority Shareholders effective date of such registration or, if the KO Shareholders later and the Majority Shareholders are unable to agree within thirty Class A Voting Common Stock is not then Publicly Traded, seven days after the request by the KO Shareholders for the determination delivery to Wings of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination banker’s valuation of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, Class A Voting Common Stock in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate accordance with the investment banker already retained under the terms last two sentences of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the partiesSection 1.21. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares Shares of Series A C Voting Preferred Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares with respect to be purchase by the Majority Shareholders pursuant to which the Put Right are shares of Series B Stock, the Put Price shall is exercised will cease to be the Market Value outstanding for any purpose and will be retired upon satisfaction of such shares of Series B StockPut Right. (c) Any decision by the board of directors of Wings either (i) not to repurchase all of the Series C Voting Preferred Stock with respect to which holders have exercised the Put Right either (A) with cash pursuant to Section 3.5(a)(i) or (B) pursuant to the procedures set forth in Section 3.5(a)(ii), but instead to repurchase such Series C Voting Preferred Stock with shares of Class A Voting Common Stock pursuant to Section 3.5(a)(i), or (ii) not to repurchase any of the Series C Voting Preferred Stock in accordance with the requirements of Section 3.5(a), may only be made if a majority of the Series C Directors consent to such decision. (d) If on the KO Shareholders Put Date Wings’ board of directors decides not to repurchase all of the Series C Voting Preferred Stock with respect to which the Put Right has been exercised either (i) for cash or for shares of Class A Voting Common Stock pursuant to Section 3.5(a)(i) or (ii) pursuant to the procedures set forth in Section 3.5(a)(ii), then on such date and at the end of each succeeding calendar quarter until all of such Series C Voting Preferred Stock shall have been repurchased (collectively, “Partial Repurchase Dates”), the board of directors of Wings will use all Available Cash on each such date to repurchase a portion of the Series C Voting Preferred Stock entirely for purposes cash (a “Partial Repurchase”) in accordance with Section 3.5(a)(i), but only if and to the extent that Wings is not prohibited from making such repurchase under Delaware law or any loan agreement or other instrument to which it is a party or is subject. Any such partial repurchase will be made pro rata from among each Trust and Separate Arrangement and will be made from holders of this Agreement consent the Series C Voting Preferred Stock within each Trust and Separate Arrangement in writing to a Put Event, such prior written consent shall be deemed manner to be selected by the Unions and set forth in the certificate of designation for the Series C Voting Preferred Stock. Any decision by the board of directors of Wings on any Partial Repurchase Date not to use all Available Cash to effect a waiver Partial Repurchase may only be made if a majority of their the Series C Directors consent to such decision. (e) In the event that Wings fails to repurchase all of the Series C Voting Preferred Stock with respect to which the Put Right for purposes is exercisable pursuant to the terms of Sections 3.5(a) and 3.5(b), (i) effective as of the transaction Put Date each outstanding share of Series C Voting Preferred Stock will start to accrue a quarterly dividend at a rate equal to the greater of (A) 12% per annum or (B) the highest dividend rate payable on any then outstanding series or class of Wings preferred stock in the event of a default by Wings in the redemption or payment of dividends on such series or class of preferred stock, until such shares are repurchased in accordance with Section 3.5(a) or 3.5(d), and (ii) the number of Series C Directors will be increased to the greater of (A) three more than the number of Series C Directors then serving on Wings’ board of directors (in which case one of such additional directors will be nominated by each of the IAM, the IBT and ALPA) or (B) the number of directors that would cause the proportion of Series C Directors to the total number of directors to be equal to the proportion of the total voting power of all shares of Series C Voting Preferred Stock then outstanding to the total voting power of all shares of all voting capital stock of Wings then outstanding (in which case one of such additional directors will be nominated by each of the IAM, the IBT and ALPA and the remainder will be nominated by the majority vote of the Series C Directors then in office). (f) In the event that, in connection with the repurchase of Series C Voting Preferred Stock pursuant to Section 3.5(a)(i), Wings issues additional shares of Class A Voting Common Stock to the exchanging holders of Series C Voting Preferred Stock and, following such issuance, the number of shares of Class A Voting Common Stock held by Qualified Holders of Employee Stock after such repurchase is greater than 50% of the number of shares of voting capital stock of Wings then outstanding, the terms of all sitting members of the Wings board of directors, other than the Series C Directors, will thereupon terminate and the Series C Directors will appoint the successors of such directors. (g) The Put Right may only be exercised by the holders of Series C Voting Preferred Stock. The Put Right will therefore expire as to which written consent has been given; provided, however, that such written consent shall not be deemed any shares of Series C Voting Preferred Stock upon their conversion into shares of common stock prior to be a waiver exercise of their the Put Right for purposes of any other transaction which might be deemed to constitute a Put EventRight.

Put Right. (a) Upon If a Registration Statement is not declared effective with respect to all of the occurrence Registrable Securities included in the Registration Rights Notice by the expiration of a Put Eventthe Registration Period for any reason (including due to the failure to file the Registration Statement with the Securities and Exchange Commission), each participating Holder (as defined in the KO Shareholders Registration Rights Agreement) shall have the irrevocable right (a the “Put Right”), exercisable by written notice (the “Put Notice”) to the Exchangor (except as otherwise provided in the last sentence of this Section 6.1.2(a)), to require the Majority Shareholders Exchangor to promptly purchase allall or, but not if designated in the Put Notice, a specified portion of the Registrable Securities included in the Registration Rights Notice (which includes, in the event that a Registration Statement is declared effective with respect to less than all, all of the shares of Andina stock owned by them (except as provided Registrable Securities included in the next sentenceRegistration Rights Notice, the portion of such Registrable Securities not covered by the Registration Statement) from such Holder or Holders at the Put Price (calculated on a price per share basis) equal to the Weighted Average Price of such Registrable Securities as determined in Section 5.1(b). For purposes of this Section 5.1the Exchange Closing Date pursuant to which such Holder or Holders received such Registrable Securities; provided that, on or prior to such date, the Shareholders agree applicable Holder or Holders shall have given notice to the Exchangor of such Holder’s or Holders’ intention to exercise its registration rights with respect to such Registrable Securities, and provided further that the shares of Andina stock subject to the Put Right shall include may only the Shares currently owned be exercised once by the KO Shareholders and each Holder with respect to any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rightsproposed Registration Statement. The KO Shareholders shall give written notice Notwithstanding anything to the Majority Shareholders of their intention contrary in this Agreement, if the Holder(s) have for any reason failed to exercise their deliver a Put Notice with respect to a Put Right within 15 days 10 Business Days after the date applicable Registration Rights Period, such Put Right shall be deemed exercised by the Holder(s) with respect to all of the first meeting of the KO Board of Directors Registrable Securities to which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the such Put Price pursuant to Right applies, and Exchangor shall promptly purchase all such Registrable Securities in accordance with this Section 5.1(b6.1.2(a). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased Payments made by the Majority Shareholders pursuant to Exchangor in connection with the exercise of the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon made in immediately available funds in U.S. Dollars to an account designated by the KO Shareholders applicable Holder in writing to Exchangor and the Majority Shareholders orshall be made without any deduction, withholding or set-off, provided that, if the KO Shareholders applicable Holder so designates a non-U.S. account, then such Holder shall be solely responsible for (x) all Taxes and banking fees and charges of Exchangor in connection therewith to the Majority Shareholders are unable to agree within thirty days after extent such Taxes or banking fees and charges would not have been imposed on Exchangor if a U.S. bank account had been designated and (y) in the request by the KO Shareholders for the determination case of any Taxes, banking fees and charges that would have been imposed on Exchangor if a U.S. bank account had been designated, any increase thereof as a result of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt designation of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinednon-U.S. account. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (ai) Upon If, as of the occurrence of date that is 90 days after the date on which the Stockholder delivers a Put EventThird Party Transfer Election pursuant to Section 2.1(c) (such date, the KO Shareholders “Put Trigger Date”), (A) Purchaser has not consummated a Purchaser IPO and (B) the Stockholder or any Permitted Transferee continue to hold Purchaser Common Shares, then the Stockholder shall have the right (a “Put Right”on behalf of itself and the Permitted Transferees) to require the Majority Shareholders to purchase alldeliver, but not less than all, on one occasion in respect of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on Trigger Date, a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention Purchaser on or prior to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which that is held at least 30 days after the date upon which Put Trigger Date, electing to require Purchaser to purchase all of the KO Shareholders receive Purchaser Common Shares then held by the Stockholder or any Permitted Transferee within 90 days of delivery of the written notice to Purchaser of such election (such date, the determination of the “Put Price pursuant to Section 5.1(bClosing Date”). (b) Upon the occurrence of a Put Event, at a price per Purchaser Common Share equal to the request of the KO ShareholdersPurchaser Common Share Value (this amount, the parties “Put Amount”). The Stockholder and each Permitted Transferee, as applicable, shall cause execute and deliver to Purchaser customary share transfer documentation reasonably requested by Purchaser in connection with any Transfer of Purchaser Common Shares contemplated by this Section 2.2(c) and, without limiting the Put Price foregoing, the Stockholder and each such Permitted Transferee shall be required to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant make Fundamental Representations to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience Purchaser in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If definitive share transfer documentation related to any such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedTransfer. (ii) If Notwithstanding anything herein to the Shares to be purchase by contrary, if, following the Majority Shareholders pursuant Closing and prior to the Put Right are shares Closing Date, there has been a material and sustained disruption of, or material and sustained adverse change in, conditions in the financial, banking or capital markets that, in Purchaser’s reasonable judgment, would materially impair Purchaser’s ability to obtain the financing necessary to pay the Put Amount to the Stockholder or any Permitted Transferee, as applicable, on commercially reasonable terms, then Purchaser may, upon delivery of Series B Stockwritten notice to the Stockholder and such Permitted Transferees, extend the Put Closing Date until such time at which such financing becomes available on commercially reasonable terms (this time period, the “Put Price Closing Extension Period”). Purchaser shall use reasonable best efforts to obtain this financing at the earliest reasonable opportunity. During the Put Closing Extension Period, interest on the Put Amount will accrue at a rate of four percent (4.0%) per annum; provided that under no circumstances will such interest rate be less than the Market Value of such shares of Series B Stock. (cshort-term Applicable Federal Rate, as defined in Section 1274(d) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as Internal Revenue Code (the “AFR”), and Purchaser and the Stockholder shall periodically review this interest rate (and no less than annually) until the Put Amount is fully paid to which written consent has been given; provided, however, that such written consent shall not ensure this interest rate continues to exceed the AFR. Purchaser’s internal records of applicable interest rates will be deemed to be a waiver determinative in the absence of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventmanifest error.

Put Right. If a Seller Transfers any Shares in contravention of the Co-Sale Eligible Investors’ Right of Co-Sale under this Agreement (a) Upon a “Prohibited Transfer”), or if the occurrence Proposed Transferee of Offered Shares desires to purchase a Put Eventclass, series or type of shares offered by the KO Shareholders shall have Seller but not held by a Co-Sale Eligible Investor or the right Proposed Transferee is unwilling to purchase any Shares from a Co-Sale Eligible Investor, such Co-Sale Eligible Investor may, by delivery of written notice to such Seller (a “Put RightNotice”) to within ten (10) days after the later of (i) the Closing as defined in Section 4(a) above, or (ii) the date on which such Co-Sale Eligible Investor becomes aware of the Prohibited Transfer or the terms thereof, require the Majority Shareholders such Seller to purchase allfrom such Co-Sale Eligible Investor, but not less than allfor cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of Shares (of the shares of Andina stock owned by them (except same class or type as provided Transferred in the next sentence) Prohibited Transfer or at the Put Price Closing if such Co-Sale Eligible Investor then owns Shares of such class or type; otherwise Series A Shares, Series B-1 Shares or Ordinary Shares) having a purchase price (calculated on a per share an as-converted basis) as determined equal to the aggregate purchase price that the Co-Sale Eligible Investor would have received in Section 5.1(bthe closing of such Prohibited Transfer if such Co-Sale Eligible Investor had elected to exercise its Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Shares of the Co-Sale Eligible Investor (the “Put Shares”). For purposes The closing of this Section 5.1, the Shareholders agree that the shares of Andina stock subject such sale to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right Seller will occur within 15 ten (10) days after the date of such Co-Sale Eligible Investor’s Put Notice to such Seller. Upon the first meeting closing of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of transaction contemplated by the Put Price Notice, Seller shall also reimburse the Co-Sale Eligible Investor for any and all fees and expenses, including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of such Co-Sale Eligible Investor’s Rights of Co-Sale pursuant to Section 5.1(b). (b) Upon 4 or in the occurrence exercise of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant its rights under this Section 6 with respect to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedShares. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. Within two (a2) Upon years from the occurrence date of a Put Eventthe Closing, but subject in any event to Section 14.01(k), the KO Key Shareholders shall have the right to sell to Gigamedia the entire Shares held by such Key Shareholders pursuant to and in compliance with the terms hereof (a “Put RightOption”). Such sale shall be made on the following terms and conditions: (a) A Key Shareholder may exercise the Put Option only if all the Shares held by such Key Shareholder will be sold to require Gigamedia, and a Key Shareholder is not allowed to only sell part of its/his Shares in exercising the Majority Put Option; (b) Put Option enjoyed by Key Shareholders to purchase allis not transferable, and no purchaser or assignee of the Shares (including but not less than all, limited to Antfactory) has the right to exercise the Put Option; (c) The price per share at which the Shares are to be sold to Gigamedia shall be equal to eight point six five (8.65) times of the shares of Andina stock owned by them Net Operating Income (except as provided defined in Section 14.02) per Share in the next sentencecomplete fiscal year preceding the notice as mentioned in sub-paragraph (f) at hereafter as reflected in the consolidated financial statements of the Company audited by a Big-Four Accounting Firm. Any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Put Option under this Agreement shall be deducted from the price payable by Gigamedia to such Key Shareholder. (d) A Key Shareholder is only entitled to exercise Put Option once a year, subject to each sale of a minimum of 500,000 shares, within the two years of the Closing, and shall deliver a written notice (as specified in the subsection (f) below) within 10 days from the first and second anniversaries respectively for the purpose of exercising the Put Price Option; (calculated on e) The Company shall have Net Operating Income for the first year of the Closing for exercising the first-year Put Option by a per share basisKey Shareholder, and shall have a higher amount of Net Operating Income for the second year than for the first year for exercising the second-year Put Option by the Key Shareholder; (f) as determined in Section 5.1(b). For purposes of this Section 5.1A Key Shareholder shall, if exercising the Shareholders agree that the shares of Andina stock subject right created hereby, deliver to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive Preferred Shareholder a written notice of selling all the determination of Shares it/he holds in the Company to Gigamedia (“Put Price pursuant to Section 5.1(bOption Notice”). (bg) Upon Gigamedia shall purchase the occurrence of a Shares specified to be sold under the Put Event, at the request Option Notice. The payment of the KO Shareholders, the parties shall cause the Put Price to purchase price can be determined as follows:made in cash or shares issued by Gigamedia (“Consideration Shares”); (ih) If At least 50% of the shares to be purchased by purchase price for the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares Shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable paid in cash up to agree within thirty days after the request by the KO Shareholders USD 4,800,000 in aggregate for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been giventotal annual exercise; provided, however, that such written consent (i) if Gigamedia and exercising Key Shareholders mutually desire, the cash portion of the purchase price can be lower than 50%; or (ii) at the choice of Gigamedia, the total annual cash payment can be higher than USD4,800,000. Gigamedia shall, within forty-five (45) days upon receipt of the Put Option Notice, elect to pay the purchase price in cash or the Consideration Shares, after deducting the amount of reimbursable fees and expenses, as specified above. The price of the Consideration Shares shall not be deemed the average weighted trading price of the shares of Gigamedia in the past thirty (30) trading days prior to the date of the Put Option Notice. (i) The payment of the purchase price pursuant to paragraph (g) above shall be made against delivery of the certificate or certificates representing Shares to be sold, together with a waiver transfer form signed by the Key Shareholder(s) transferring such Shares to Gigamedia. (j) The Consideration Shares obtained by the Key Shareholder(s) shall be subject to lock-up for a period of two (2) years. A Key Shareholder can only dispose of one half (1/2) of the Consideration Shares it received in every year during such lock-up period. (k) The Put Option will terminate upon the earliest to occur of (i) immediately prior to the effectiveness of the Registration Statement for the Company’s Qualified Public Offering, (ii) the effectiveness of any reorganization, consolidation, merger, sale or transfer of the Company’s outstanding Shares or similar transaction (excluding a sale of shares by the Company for capital raising purposes) in which (A) the members of the Company immediately prior to such reorganization, merger or consolidation, sale or transfer of shares or similar transaction do not (by virtue of their Put Right for purposes ownership of securities of the Company immediately prior to such transaction) beneficially own shares possessing a majority of the voting power of the surviving company or companies immediately following such transaction and (B) the consideration received in such transaction by members of the Company (by virtue of their ownership of securities of the Company immediately prior to such transaction) consists solely of cash and/or securities of any entity for which such class of securities has been and continues to be traded on an internationally-recognized securities exchange, and (iii) immediately prior to the effectiveness of the sale, lease or disposition by the Company of all or substantially all of the Company’s assets in which (A) the members of the Company immediately prior to such sale, lease or disposition do not (by virtue of their ownership of securities of the Company immediately prior to such transaction) beneficially own shares possessing a majority of the voting power of the purchasing entity and (B) the consideration received in such transaction by the Company consists solely of cash and/or securities of any entity for which such class of securities has been and continues to be traded on an internationally-recognized securities exchange. (l) Notwithstanding other transaction which might be deemed provisions of this Section, put right contemplated herein does not apply to constitute any and all Ordinary Shares issued for the purpose of and as a Put Eventresult of the Happy Digital Transactions and Gigamedia is not obliged under this Section to purchase any such Ordinary Shares from any Key Shareholder.

Put Right. (a) Upon During the occurrence of a Put EventPeriod, the KO Shareholders CO Member Representative shall have the right right, on behalf of each CO Member (a the “Put Right”) ), to require the Majority Shareholders sell and Transfer to purchase all, but not less than all, Parent such CO Member’s Allocable Share of the shares of Andina stock owned by them (except as provided in the next sentence) Second Call/Put Units at the Put Price (calculated on a price per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject Unit equal to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The applicable Second Determination Date Per Unit Put Price of such Units to be sold and Transferred by such CO Member. In order to exercise the shares Put Right, the CO Member Representative shall deliver a notice in writing (the “Put Notice”) to Parent of Series A Stock such election, specifying the intended date on which the closing of the purchase and sale of the Second Call/Put Units (the “Put Closing”) shall occur (the “Put Closing Date”), which shall be no earlier than the price that a holder of shares of Series A Stock would receive upon sixtieth (60th) day after such Put Notice is delivered to Parent, and no later than the sale of seventy-fifth (75th) day after such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares Notice is delivered to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been givenParent; provided, however, that Parent may elect, by delivering written notice to the CO Member Representative, to delay the Put Closing Date to the extent Parent deems it reasonably necessary pursuant to advice of counsel to comply with any applicable law (including Rule 14e-1 under the Exchange Act or any antitrust or competition laws) and in such case the Put Closing Date shall be a date that is no later than five (5) Business Days after such date on which all applicable legal or regulatory approvals have been obtained or waiting periods have elapsed. Within thirty (30) days following the receipt of such Put Notice, Parent shall provide the CO Member Representative with a schedule reflecting the number of each class or series of Units to be purchased from each CO Member, and applicable aggregate Second Determination Date Per Unit Put Price payable to each CO Member in respect of the Second Call/Put Units to be sold by such CO Member at the Put Closing. The CO Member Representative may not revoke the Put Notice without the prior written consent of Parent. At the Put Closing, Parent shall not be required to purchase (and shall be deemed to have purchased automatically and without any further action of the parties) from each CO Member, and each CO Member shall be a waiver of their Put Right for purposes of any other transaction which might required to sell (and shall be deemed to constitute have sold automatically and without any further action of the parties) to Parent, such CO Member’s Allocable Share of the Second Call/Put Units free and clear of all Liens (other than restrictions on Transfer set forth in the Agreement) at a price per Unit equal to the applicable Second Determination Date Per Unit Put EventPrice of such Units sold and Transferred by such CO Member at the Put Closing, and the Company shall promptly thereafter update the Schedule of Members to reflect such purchase and sale of the Second Call/Put Units at the Put Closing. (b) Parent may elect, in its sole discretion, to pay the Put Consideration in cash, in shares of Parent Common Stock or in any combination of the foregoing; provided, however, that each CO Member (or CO Indirect Holder) shall be entitled to receive the same ratio of cash and Parent Common Stock and, if any CO Member (or CO Indirect Holder) is given an option as to the form of consideration to be received, each other CO Member (or CO Indirect Holder) will be given the same option; provided, further, that, notwithstanding the foregoing, if payment to any CO Member (or CO Indirect Holder) in shares of Parent Common Stock would require under applicable law (x) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities; or (y) the provision to any holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, Parent may in its sole discretion elect to pay the portion of the Put Consideration payable to such CO Member (or CO Indirect Holder) in cash, notwithstanding that the other CO Members (and CO Indirect Holders) will be paid in shares of Parent Common Stock in whole or in part. To the extent Parent elects to pay all or a portion of the Put Consideration in shares of Parent Common Stock, the number of shares to be issued to the CO Members will be determined by dividing the amount of the Put Consideration Parent elects to pay in Parent Common Stock by the Applicable Reference Price. No fractional shares of Parent Common Stock will be issued in connection with the payment of the Put Consideration. Any CO Member (or CO Indirect Holder) who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such CO Member (or CO Indirect Holder)) will, in lieu of such fraction of a share, instead be entitled to receive an amount of cash equal to the product obtained by multiplying (i) such fraction by (ii) the Applicable Reference Price, rounded to the nearest whole cent. (c) With respect to the portion of the Put Consideration that is payable in cash, Parent shall pay or caused to be paid such amounts by wire transfer of immediately available funds to the applicable account of the Paying Agent (for further distribution to the CO Members and, with respect to TopCo and MidCo, the CO Indirect Holders) specified in writing by the CO Member Representative no later than five (5) Business Days following the Put Closing Date. With respect to the portion of the Put Consideration that is payable in Parent Common Stock, promptly following the Put Closing Date, Parent shall deliver to its exchange agent the applicable number of shares of Parent Common Stock for the accounts of the CO Members and, with respect to TopCo and MidCo, then for the accounts of the CO Indirect Holders, in each case entitled to receive such shares.

Put Right. If a Seller Transfers any Seller Shares in contravention of the Right of Co-Sale under this Agreement (a) Upon a “Prohibited Transfer”), or if the occurrence Proposed Transferee of Offered Shares desires to purchase a Put Eventclass, series or type of stock offered by Seller but not held by a Selling Investor, or the KO Shareholders shall have the right Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put RightNotice”) to within ten (10) days after the later of (i) the Co-Sale Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited Transfer or the terms thereof, require the Majority Shareholders such Seller to purchase allfrom such Selling Investor that number of shares of Preferred Stock (on an as-converted basis) or Common Stock (subject to Section 5.2(b)) that is equal to the number of Residual Shares such Selling Investor would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made on the following terms and conditions: (a) The price per share at which the Put Shares are to be sold to Seller shall be equal to the price per share that the Selling Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Investor for any and all fees and expenses, including, but not less than alllimited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of the shares such Selling Investor’s Rights of Andina stock owned by them (except as provided Co-Sale pursuant to Section 4 or in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes exercise of its rights under this Section 5.1, the Shareholders agree that the shares of Andina stock subject 5 with respect to the Put Right Shares. (b) The Put Shares of stock to be sold to Seller shall include only be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor then owns securities of such class or type. If such Selling Investor does not own any of such class or type, the Put Shares currently owned by the KO Shareholders and any additional shall be shares of Andina capital stock acquired by Common Stock (or Preferred Stock convertible into Common Stock at the KO Shareholders through option of the exercise holder thereof). (c) The closing of their preemptive rights. The KO Shareholders shall give written notice such sale to the Majority Shareholders of their intention to exercise their Put Right Seller will occur within 15 ten (10) days after the date of such Selling Investor’s Put Notice to such Seller. At such closing, the first meeting of Selling Investor shall deliver to Seller the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of certificate or certificates representing the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price Shares to be determined as follows: (i) If the shares sold, each certificate to be purchased by properly endorsed for transfer, and immediately upon receipt thereof, such Seller shall pay the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one handaggregate purchase price therefor, and the KO Shareholdersamount of reimbursable fees and expenses, on the other hand, shall each choose an internationally recognized investment banking firm with experience as specified in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 5.2(a). (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.

Put Right. (a) Upon In the occurrence event of the death or Disability of a Put EventManagement Holder prior to an IPO, the KO Shareholders such Management Holder (or his Permitted Management Holder Transferee, including his beneficiary or estate, as applicable)) shall have the right right, but not the obligation, to sell to the Company all (a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, ) of the shares of Andina stock Call Eligible Stock owned by them that Management Holder (except or his Permitted Management Holder Transferee, including his beneficiary or estate, as provided in applicable), immediately prior to (and, if applicable, with respect to Common Stock acquired upon exercise of Common Stock Equivalents following the next sentencemanagement Holder’s death or Disability, after) at his or her death or Disability (the “Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock Right” and such Common Stock subject to the Put Right shall include only Right, the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice “Put Eligible Stock”) for a cash amount equal to the Majority Shareholders Fair Market Value of their intention to exercise their such Put Right within 15 days after Eligible Stock at the date time of the first meeting delivery of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(ba Redemption Notice (as defined below). (b) Upon If the occurrence Management Holder or his Permitted Management Holder Transferee, including his beneficiary or estate, as applicable, desires to exercise the Put Right, the Management Holder or his Permitted Management Holder Transferee, including his beneficiary or estate, as applicable, shall deliver written notice thereof (which shall indicate the amount of Put Eligible Stock to be sold) (the “Put Notice”) to the Company no later than (x) one hundred and eighty (180) days following the Management Holder’s death or Disability with respect to Put Eligible Stock that is Common Stock owned by such Management Holder or Permitted Management Holder Transferee (including such beneficiary or estate, as applicable) as of such death or Disability, and (y) with respect to Option Stock received by such Management Holder or Permitted Management Holder Transferees (including such beneficiary or estate, as applicable) in connection with a post-termination exercise in accordance with the Option Plan, one hundred and eighty (180) days following such receipt of such Option Stock. The Management Holder or his Permitted Management Holder Transferee (including his beneficiary or estate, as applicable), shall deliver to the Company certificates representing the shares of Put EventEligible Stock, free and clear of all claims, liens, or encumbrances (other than those arising under this Agreement), together with blank stock powers, duly executed by the management Holder or his Permitted Management Holder Transferee (including such beneficiary or an authorized representative of the Management Holder’s estate, as applicable), with all signature guarantees at a closing at the request principal office of the KO Shareholders, Company which shall be no later than the parties shall cause thirtieth (30th) day after delivery of the Put Price Notice to be determined as follows: (i) If the shares to be purchased by Company. The proceeds from the Majority Shareholders sale of the Put Eligible Stock pursuant to the Put Right are shares shall be paid in immediately available funds by wire transfer, which shall be delivered to the Management Holder (or his Permitted Management Holder Transferee, including his beneficiary or estate, as applicable), at the closing of Series A Stocksuch purchase. The Company may choose to have a designee purchase any Put Eligible Stock to be purchased by it under this Section 9, in which case, all references to the Company in this Section 9 shall refer to such designee as the context requires, provided that if such designee shall be a GSCP Party, the P2 Parties may purchase a portion of such Put Price for such shares shall be mutually agreed upon Eligible Stock in an amount equal to the product of (x) a fraction, the numerator of which is the number of Equity Securities held by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer P2 Parties as of the date of the request Put Notice and the denominator of which is the aggregate number of Equity Securities held by the KO Shareholders that GS Parties and the P2 Parties as of the date of the Put Price be determined. Notice and (iiy) If the Shares amount of Put Eligible Stock indicated in the Put Notice. Notwithstanding the foregoing, if the Company is not permitted by any Cash Payment Restriction to purchase the Put Eligible Stock as provided above in cash, and if the Company does not choose to have a designee purchase any Put Eligible Stock to be purchase purchased by it under this Section 9, only the Majority Shareholders pursuant to portion of the cash payment so prohibited or restricted shall not be made and the Put Right are shares pursuant to which such payment was being made will (subject to the terms and conditions of Series B Stockthe immediately following sentence) be deemed to have been exercised on a deferred basis (except as may be withdrawn by the Management Holder’s Permitted Management Holder Transferee, including his beneficiary or estate, as applicable, upon notice to the Company), with the remainder to be purchased ten (10) days after the applicable Cash Payment Restriction expires or otherwise ceases to exist. To the extent Put Eligible Stock is not purchased by the Company as a result of a Cash Payment Restriction in accordance with the foregoing, and the exercise of the applicable Put Right is deferred as described in the preceding sentence, the Put Price payment and purchase procedure set forth above shall be followed once again at the time such Cash Payment Restriction expires or otherwise ceases to exist, provided that, notwithstanding anything to the contrary contained in this Agreement, the Fair Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent Eligible Stock not so purchased shall be deemed the Fair Market value as determined in the original Put Notice; provided further, that if the date on which the Cash Payment Restriction expires or otherwise ceases to be a waiver of their Put Right for purposes exist is later than the forty-fifth (45th) day after delivery of the transaction original Put Notice, the Fair Market Value of such Put Eligible Stock not so purchased shall be the Fair Market Value as determined as of the date on which the Cash Payment Restriction expires or otherwise ceases to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Eventexist.