RIGHT OF FIRST OFFER AGREEMENT AMONG ROUST TRADING LTD. AND THE OTHER PARTIES HERETO Dated as of April 23, 2012Right of First Offer Agreement • April 25th, 2012 • Roust Trading Ltd. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made as of the 23rd day of April, 2012, by and among (i) Roust Trading Ltd., a Bermuda company, with its registered office at 25 Belmont Hills Drive, Warwick WK 06, Bermuda (the “Investor”), (ii) WVC 2007 Family LLC, a Delaware limited liability company and William V. Carey as trustee of The William V. Carey Revocable Trust (collectively, the “Holders” and each, a “Holder”) and (iii) Central European Distribution Corporation, a Delaware corporation, with its registered office at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805 (the “Company”). This Agreement shall become effective upon the occurrence of, and is subject to, the Second Closing (as such term is defined in the Securities Purchase Agreement, dated as of the date hereof (as it may be amended from time to time in accordance with its terms, the “Securities Purchase Agreement”)) (the “Effective Date”); provided, that, notwithstanding the foregoing, the pro
JOINT FILING AGREEMENTJoint Filing Agreement • April 25th, 2012 • Roust Trading Ltd. • Wholesale-beer, wine & distilled alcoholic beverages
The undersigned hereby agree that this Schedule 13D/A with respect to the beneficial ownership of shares of Common Stock of Central European Distribution Corporation is filed jointly, on behalf of each of them.
