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. At any time after November 15, 2009 and prior to November 15, 2013, any Partner who has held Units for at least three years (athe “Put Partner”) Upon the occurrence of a Put Event, the KO Shareholders shall have the right to request that the Partnership redeem all of such Units. Such request shall be made in writing, state a requested date for the redemption (a the “Put RightRequested Redemption Date”) and be delivered to require the Majority Shareholders to purchase all, but not less than all, General Partner at least 60 calendar days in advance 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 rightsRequested Redemption Date. The KO Shareholders General Partner shall give written notice determine whether the Partnership has sufficient funds to grant 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 Pricerequest, which determination shall be final and binding made prior to the partiesRequested Redemption Date in the sole discretion of the General Partner. The cost of such investment banking firm(s) If the General Partner determines that sufficient funds are available, the request shall be borne equally by the KO Shareholders, on the one handgranted, and the Majority ShareholdersPartnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, on but no later than 60 calendar days thereafter, 92% of the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination Unreturned Invested Capital of the Put Price. If a party fails to select an investment banker or fails to cooperate Partner 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 respect 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 redeemed Units determined as of the date Requested Redemption Date; provided that the sum of the request percentage interests in Partnership capital or profits transferred during the taxable year of the Partnership does not exceed 9% of the total interests in partnership capital or profits as determined in the sole discretion of the General Partner. Notwithstanding the foregoing, at no time during any 12-month period may the number of Units redeemed by the KO Shareholders that Partnership exceed 2% of the Put Price be determined. (ii) If number of Units outstanding at 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 beginning 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, 12-month period unless such prior written consent shall be redemption is otherwise deemed to be a waiver of their Put Right disregarded transfer for purposes of determining whether the transaction Partnership is a publicly traded partnership pursuant to Regulations Section 1.7704-1 as determined in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are not available, or if the requested redemption would cause the number of Units redeemed by the Partnership to which written consent has been given; providedexceed 2% of the number of Units outstanding at the beginning of such 12-month period, howeverthe Partnership shall either (i) decline to perform the requested redemption or (ii) perform the requested redemption solely to the extent such redemption does not violate the provisions of Section 9.3 or this Section 9.4, to be decided in the sole discretion of the General Partner. Each Put Partner covenants and agrees with the Partnership and the General Partner that all Units delivered in connection with the exercise of the put right under this Section 9.4 shall be delivered to the Partnership or the General Partner, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind and, notwithstanding anything contained herein to the contrary, neither the Partnership nor the General Partner shall be under any obligation to acquire any Put Partner’s Units, (1) to the extent that any such Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind or (2) in the event that any such Put Partner shall fail to give the General Partner adequate assurances that such written consent shall Units are not be deemed subject to be a waiver of their Put Right for purposes any such liens, encumbrances, liabilities, claims or charges of any other transaction which might be deemed kind or shall fail to constitute agree to fully indemnify the General Partner from any such liens, encumbrances, liabilities, claims or charges of any kind as well as any costs and expenses relating to the Put Partner’s Units or the exercise of the put right. Each Put Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Units to the Partnership or General Partner, respectively, each such Put EventPartner shall assume and pay such transfer tax.

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 & P▇▇▇▇▇ (“D▇▇▇”) 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. (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 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 t▇▇▇ ▇▇▇▇▇▇ 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 If, at any time after the occurrence effective date of a Put Eventthis Agreement, the KO Shareholders Foundation, as a result of its ownership of the Membership Interests (i) recognizes UBIT, and (ii) is liable for UBIT of an amount in excess of the Net Cash Flow, then the Foundation shall provide Notice (as provided below) to the Donors and to the Company. The Company shall have thirty (30) days from the receipt of the Notice to contribute an additional amount of cash to the Foundation to cover the amount of any UBIT liability in excess of the Net Cash Flow. If the Company does not make the initial contribution required, each of the Donors shall have the right (a “Put Right”) to require make an additional contribution of cash to cover the Majority Shareholders to purchase all, but not less than all, liability for UBIT in excess of the shares of Andina stock owned Net Cash Flow. If the additional contribution is not made by them the Company or by the Donors, then the Foundation shall have the right to exercise its Put Right in accordance with subparagraph (except as provided in the next sentencec) 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)Paragraph 2. (b) Upon the occurrence of a Put EventIf, at any time after the request effective date of this Agreement, there is an event of default in the KO ShareholdersLoan Documents, as such Loan Documents are defined in The Construction Loan Agreement dated the parties shall cause the Put Price to be determined as follows: 10th day of March, 2005, by and between Wachovia Bank, N.A. and C▇▇▇▇▇▇ Investors (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A StockOSS), the Put Price for LLC, and 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 default is not cured 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 (30) days from the date of their engagement shall prepare an appraisal setting forth its determination notice of the event of default, then the Foundation shall have the right to exercise its 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, Right in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm accordance 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(ssubparagraph (c) 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 StockParagraph 2. (c) If Whenever the KO Shareholders shall for purposes Foundation has the right to exercise its Put Right in accordance with this subparagraph (c) of this Agreement consent in writing Paragraph 2, (i) The Foundation shall have the right to a Put Eventhave the Company purchase the Membership Interests by sending Notice (as defined below) to the Company that the Foundation is exercising its rights under this Agreement; and (ii) Upon receipt of the Notice, such prior written consent the Company shall be deemed obligated to be a waiver purchase the Membership Interests from the Foundation in accordance with the provisions of their Put Right for purposes paragraph 3 of the transaction as to which written consent has been given; providedthis Agreement. Provided, however, that such written consent nothing contained herein shall not be deemed prevent the Foundation from selling the Membership Interests to be a waiver of their Put Right for purposes of any other transaction which might be deemed third-party, including St. F▇▇▇▇▇▇ Hospital, Inc. pursuant to constitute a Put Eventthe Purchase Option.

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 the occurrence of a Put Event, the KO Shareholders shall have the right (a “Put Right”) to t 1 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(b5.l (b). For purposes of this Section 5.15. I, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Acquired 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).5.1 (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 Class 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, businesses and each of those two firms within 60 sixty 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 on 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 Class A Stock shall be the price that a holder of shares of Series Class 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 purchased by the Majority Shareholders pursuant to the Put Right are shares of Series Common Stock or Class B Stock, the Put Price shall be the Market Value of such shares of Series Common Stock or Class 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 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 Notwithstanding anything to the occurrence of a Put Eventcontrary in Section 7.5, during the period commencing on November 2, 2012 and ending on February 2, 2013, the KO Shareholders shall Minority Member will have the right (a “Put Right”) to require the Majority Shareholders Company to purchase all, but not less than all, 46,497 (or such lesser amount as may be agreed upon by the Minority Member and the Company) of the shares of Andina stock owned Common Units held 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 Minority Member for an aggregate purchase price equal to the Undiscounted Put Right shall include only the Shares currently owned Purchase Price 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 delivering written notice of the determination exercise of such right to the Manager (the “First Undiscounted Put Notice”). The date on which the Manager receives the First Undiscounted Put Notice hereinafter is referred to as the “First Undiscounted Put Delivery Date”. The Company and the Minority Member each acknowledge and agree that, for purposes of calculating the Undiscounted Put Purchase Price applicable to the First Undiscounted Put Closing (as defined below), the specified date with respect to the Put Equity Value Per Common Unit shall be the last day of the calendar month ending immediately prior to the First Put Price pursuant to Section 5.1(bClosing Date (as defined below). (b) Upon Notwithstanding anything to the occurrence contrary in Section 7.5, during the period commencing on November 2, 2012 and ending on February 2, 2013, the Minority Member will have the right to require the Company to purchase 7,446 (or such lesser amount as may be agreed upon by the Minority Member and the Company) of a the Common Units held by the Minority Member for an aggregate purchase price equal to the Original Put EventPurchase Price by delivering written notice of the exercise of such right to the Manager (the “Original Put Notice”). The date on which the Manager receives the Original Put Notice hereinafter is referred to as the “Original Put Delivery Date”. The Company and the Minority Member each acknowledge and agree that, for purposes of calculating the Original Put Purchase Price applicable to the Original Put Closing (as defined below), the specified date with respect to the Original Put Equity Value Per Common Unit shall be the last day of the calendar month ending immediately prior to the Original Put Closing Date (as defined below). (c) Notwithstanding anything to the contrary in Section 7.5, during the period commencing on November 2, 2013 and ending on February 2, 2014, the Minority Member will have the right to require the Company to purchase all of the Remaining Undiscounted Common Units (or such lesser amount as may be agreed upon by the Minority Member and the Company) held by the Minority Member for an aggregate purchase price equal to the Undiscounted Put Purchase Price by delivering written notice of the exercise of such right to the Manager (the “Second Undiscounted Put Notice,” and together with the First Undiscounted Put Notice, each an “Undiscounted Put Notice”). The date on which the Manager receives the Second Undiscounted Put Notice hereinafter is referred to as the “Second Undiscounted Put Delivery Date”. The Company and the Minority Member each acknowledge and agree that, for purposes of calculating the Undiscounted Put Purchase Price applicable to the Second Undiscounted Put Closing (as defined below), the specified date with respect to the Undiscounted Put Equity Value Per Common Unit shall be the last day of the calendar month ending immediately prior to the Second Undiscounted Put Closing Date (as defined below). (d) The Company shall be obligated to purchase all of the Minority Member’s Common Units to be purchased pursuant to Section 7.7(a) or Section 7.7(c) hereof (in either such case, the “Undiscounted Put Securities”), at a closing (such closing with respect to the request of the KO ShareholdersFirst Undiscounted Put Notice, the parties “First Undiscounted Put Closing,” and such closing with respect to the Second Undiscounted Put Notice, the “Second Undiscounted Put Closing,” and together with the First Undiscounted Put Closing, each an “Undiscounted Put Closing”) on such date as mutually agreed to by the Manager and the Minority Member, which date shall cause not be prior to the Put Price to be determined as follows: later of (i) If with respect to the shares First Undiscounted Put Closing, (1) sixty (60) days after the First Undiscounted Put Delivery Date or (2) ten (10) days after the final determination of the Undiscounted Put Purchase Price applicable to the First Undiscounted Put Closing pursuant to Section 7.7(d) (such date of closing, the “First Undiscounted Put Closing Date”), or (ii) with respect to the Second Undiscounted Put Closing, (1) sixty (60) days after the Second Undiscounted Put Delivery Date or (2) ten (10) days after the final determination of the Undiscounted Put Purchase Price applicable to the Second Undiscounted Put Closing pursuant to Section 7.7(d) (such date of closing, the “Second Undiscounted Put Closing Date”). At the applicable Undiscounted Put Closing, (i) the Minority Member shall (A) endorse and deliver to the Manager any certificates (but only if certificates representing Common Units have been issued) representing the Undiscounted Put Securities held by the Minority Member to be purchased by the Majority Shareholders Company at such Undiscounted Put Closing, (B) execute and deliver any other instruments requested by the Manager to evidence the purchase of the Undiscounted Put Securities by the Company at such Undiscounted Put Closing, and (C) execute and deliver to the Manager a Transfer Agreement, and (ii) (A) the Company shall pay to the Minority Member all or such portion of the applicable Undiscounted Put Purchase Price by wire transfer of immediately available funds that the Company is permitted to pay at such time pursuant to the terms and conditions of the Senior Credit Agreement and (B) to the extent that any portion of such Undiscounted Put Right are shares Purchase Price is not paid in cash at such Undiscounted Put Closing, then the Company shall issue and deliver to the Minority Member a Put Note in an aggregate principal amount equal to the unpaid portion of Series A Stockthe Undiscounted Put Purchase Price to be paid at such Put Closing. (e) The Company shall be obligated to purchase all of the Minority Member’s Common Units to be purchased pursuant to Section 7.7(b) hereof (in either such case, the “Original Put Price for Securities”), at a closing (the “Original Put Closing,”) on such shares shall be date as mutually agreed upon to by the KO Shareholders Manager and the Majority Shareholders orMinority Member, if which date shall not be prior to the KO Shareholders and the Majority Shareholders are unable to agree within thirty later of (1) sixty (60) days after the request by Original Put Delivery Date or (2) ten (10) days after the KO Shareholders for the final determination of the Original Put PricePurchase Price applicable to the Original Put Closing pursuant to Section 7.7(g) (such date of closing, the Majority Shareholders“Original Put Closing Date”.) At the Original Put Closing, on (i) the one handMinority Member shall (A) endorse and deliver to the Manager any certificates (but only if certificates representing Common Units have been issued) representing the Put Securities held by the Minority Member to be purchased by the Company at such Original Put Closing, (B) execute and deliver any other instruments requested by the Manager to evidence the purchase of the Original Put Securities by the Company at such Original Put Closing, and (C) execute and deliver to the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businessesManager a Transfer Agreement, 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 (A) the Shares Company shall pay to be purchase the Minority Member all or such portion of the applicable Original Put Purchase Price by wire transfer of immediately available funds that the Majority Shareholders Company is permitted to pay at such time pursuant to the Put Right are shares terms and conditions of Series B Stock, the Put Price shall be Senior Credit Agreement and (B) to the Market Value extent that any portion of such shares of Series B Stock. (c) If Undiscounted Put Purchase Price is not paid in cash at such Original Put Closing, then the KO Shareholders Company shall for purposes of this Agreement consent in writing issue and deliver to the Minority Member a Put Event, such prior written consent shall be deemed Note in an aggregate principal amount equal to the unpaid portion of the Original Put Purchase Price to be a waiver of their paid at such 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 EventClosing.

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. 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(b5 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). 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. All capitalized terms used in this Section 5 that are not otherwise defined in this Employment Agreement shall have the occurrence 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 In 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) event 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 time after the date of the first meeting of the KO Board of Directors which is held two years from the Effective Date, a Member desires to sell its Membership Interest (the "Put Member"), it shall provide the other Member notice in writing at least 30 ninety (90) days after prior to the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b)proposed transfer date. (b) Upon receipt of such notice by the occurrence of a other Member, the Put EventMember shall be obligated to sell and the other Member shall be obligated to purchase, at the request Put Member's Membership Interest. Closing of the KO Shareholders, sale shall be the parties shall cause date specified in the Put Price Member's notice, unless agreed to by the Members. (c) The purchase price for the Put Member's Membership Interest shall be determined as follows: the greater of (i) six (6) times the net income of the Company determined in accordance with GAAP on a 12-month rolling average basis ending the month immediately prior to the notice described in Section 7.11(a); or (ii) the price determined by appraisal as provided in Section 7.11(d) below (the "Appraised Value"). Payment of the purchase price shall be in cash at closing. (d) The Appraised Value of the Membership Interest will be determined by a recognized independent appraisal company agreeable by the Members (the "Appraiser"). 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 Members cannot agree on the Put Price and following such determination the KO Shareholders an Appraiser within fifteen (15) days after notice required in Section 7.11(a), each Member shall select an Appraiser and the Majority Shareholders continue two Appraisers shall select an independent Appraiser to be unable to agree upon determine the Put Price within ten days from the expiration fair market value of such 60-day termMembership Interest, the two firms shallwithout premium for control or discount for minority interest, in good faith, select a third investment banking firm, which third firm illiquidity or restriction on transfer. Such independent Appraiser shall be an internationally recognized firm with experience directed to determine the fair market value of the Membership Interest as soon as practicable, but in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five no event later than thirty (30) days from the date of its engagement prepare an appraisal setting forth its selection. The determination by the Appraiser of the Put Price, which determination shall fair market value will 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 conclusive and binding on the partiesall parties to this Agreement. 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 costs of the shares of Series A Stock shall Appraiser will 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 borne 50% by the KO Shareholders that the Put Price be determinedeach Member. (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 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. (a) Upon Subject to the occurrence last sentence of this Section 6.4(a), following the termination of the Second Ordinary Distribution Period or upon a Put EventChange in Ownership, the KO Shareholders Interpublic Members shall have the right (a “Put Right”but not the obligation) to require the Majority Shareholders All American to purchase all, but not less than all, their respective Interests for an amount equal to fifty percent (50%) of the shares product of Andina stock owned (i) six (6) multiplied by them (except ii) the sum of the average operating income (as reflected in the Company's financial statements) of the Company during the fiscal year immediately preceding the date the put right is exercised by the Interpublic Members and during the fiscal year immediately following the date the put right is exercised by the Interpublic Members (the "Put Purchase Price"). This put right will become immediately exercisable for a sixty (60) day period on the occurrence of a Make Whole Default as provided in Section 4.2. Notwithstanding the next sentence) at foregoing, the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of Interpublic Members shall irrevocably waive their rights to put their Interest to All American pursuant to 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 6.4(a) (but not pursuant to Section 5.1(b7.1(a)) if, pursuant to Section 6.5(d), they have rejected the All American Members' request to purchase their Interests. (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 Interpublic Members choose to be purchased by exercise their put right they shall give prompt written notice (a "Put Notice") to All American, which Notice shall state that the Majority Shareholders pursuant Interpublic Members wish to have All American purchase all of their Interests for an amount equal to the Put Right are shares of Series A Stock, Purchase Price. The date on which the Notice is actually received by All American is referred to hereinafter as the "Put Price for such shares Notice Date". The Put Notice shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable deemed to agree within thirty days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholdersbe an irrevocable offer to sell, on the one handterms set forth in such Put Notice and herein, and All American shall have the KO Shareholdersobligation to purchase, on the other hand, shall each choose an internationally recognized investment banking firm with experience terms set forth in the analysis of soft drink businesses, such Put Notice 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 termherein, 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 Interpublic Members' Interests. Notwithstanding 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 partiesforegoing, the other party Interpublic Members may not send a Put Notice if they have previously received the All American Members' Call Notice or parties shall, in good faith, cooperate with the investment banker already retained under the terms a Notice of this provision or, if not yet retained, select Offer from 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 All American Member 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 6.2. (c) If The closing of the KO Shareholders purchase of the Interpublic Members' Interests by All American pursuant to this Section 6.4 shall for purposes take place (subject to the expiration of this Agreement consent any waiting period under the HSR Act) within thirty (30) days after the Put Notice Date, at 11:00 a.m. at the principal offices of the Company, or at such other time or place as the parties may agree. At such closing, the Interpublic Members shall sell to All American full right, title and interest in and to their Interests so purchased, free and clear of all liens, security interests or adverse claims of any kind and nature. All American shall deliver to the Interpublic Members, in payment of the Interpublic Members' Interests, (i) at the closing of such transaction, 50% of (A) the Put Purchase Price (based on the prior fiscal year's operating income) and (B) the then unpaid Make Whole Amount by wire transfer of immediately available funds to an account or accounts designated by the Interpublic Members in writing not less than three (3) business days prior to the closing of such purchase and (ii) after such closing, the balance of (A) the Put Purchase Price (including any increase or decrease in the Put Purchase Price resulting from averaging the two fiscal year's operating income) and (B) the remaining 50% of the then unpaid Make Whole Amount plus (C) interest on such sum from the date immediately following the closing of the purchase until the date such sum is paid in full, at a Put Eventrate equal to Interpublic's Cost of Funds plus 3%, shall be delivered to the Interpublic Members, such prior written consent shall be deemed sum to be a waiver of their Put Right for purposes payable in three equal annual installments commencing on the first anniversary 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 Eventclosing.

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 her 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 her intention to exercise their Put Right within 15 days after her 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 her 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 With respect to any Management Stockholder, within 90 days following the occurrence later to occur of a Put Event(i) the date on which such Management Stockholder's employment with the Company is terminated (A) by reason of such Management Stockholder's death, disability or retirement, (B) by such Management Stockholder for Good Reason (as defined in such Management Stockholder's employment agreement with the KO Shareholders Company) or (C) by the Company without Cause and (ii) the seventh anniversary of the Closing Date if on such date such Management Stockholder's employment with the Company has terminated, such Management Stockholder (the "Putting Stockholder") shall have the right (a “Put Right”) to require the Majority Shareholders Company to purchase all, repurchase 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 Additional Shares currently owned held by the KO Shareholders and any additional shares of Andina capital stock acquired Putting Shareholder (the "Put") by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give delivering a written notice to the Majority Shareholders Company specifying the number of their intention shares to exercise their be repurchased (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(bNotice"). (b) Upon the occurrence of a Put Event, at the request Promptly following delivery of the KO ShareholdersPut Notice, the parties Company and the Putting Stockholder shall cause in good faith determine the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant provided hereunder, and subject to the Put Right are shares of Series A Stockprovisions hereof, 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 ten (10) days after the request by the KO Shareholders for the determination of the Put Price, the Majority Shareholders, on the one hand, Company shall purchase and the KO Shareholders, on Putting Stockholder shall sell the other hand, shall each choose an internationally recognized investment banking firm with experience number of the Putting Shareholder's Additional Stockholder Shares specified in the analysis Put Notice at a mutually agreeable time and place (the "Put Closing"). Notwithstanding anything in this Section 5 to the contrary, if (and only if) it is determined, in accordance with the terms hereof, that the Put Price is less than the Original Cost of soft drink businessesthe Additional Stockholder Shares being repurchased, and each of those two firms then the Putting Stockholder shall have the right to rescind the Put Notice within 60 three (3) days from after the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If Price and such two firms do not agree on Additional Stockholder Shares shall remain subject to repurchase pursuant to the terms and conditions of this Section 5. (c) At the Put Closing, the Putting Stockholder shall deliver to the Company certificates representing the Putting Stockholder's Additional Stockholder Shares to be repurchased by the Company free and clear of all liens and encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment, and the Company shall deliver to the Putting Stockholder the Put Price and following such determination by cashier's or certified check payable to the KO Shareholders and Putting Stockholder or by wire transfer of immediately available funds to an account designated by the Majority Shareholders continue Putting Stockholder; provided, that the Company shall have no obligation to be unable to agree upon so pay the Put Price within ten days from if and to the expiration extent such payment is prohibited by the provisions of applicable state law or by the provisions of the Company's debt instruments (including, without limitation, the Senior Credit Agreement) or would cause the Company to violate any financial ratio or minimum working capital level in any such debt instrument, until such time as such prohibitions are no longer in effect, whereupon such Put Price shall be paid without interest. Notwithstanding anything to the contrary in this Section 5(c), if and to the extent that the Put Price exceeds the Original Cost of the Additional Stockholder Shares to be repurchased, the amount of such 60-day term, the two firms shall, excess will not be paid in good faith, select a third investment banking firm, which third firm cash but instead shall be an internationally recognized firm with experience paid in the analysis form of soft drink businessesa subordinated promissory note (a "Put Note"), bearing interest at the then applicable federal rate and otherwise in the form attached hereto as Exhibit B. (d) The "Put Price" of the Putting Stockholders Additional Stockholder Shares to be repurchased shall mean a price equal to 80% of the Fair Market Value of such Additional Stockholder Shares. The third investment banking firm so selected shall within forty-five days from Any fees and expenses of an Independent Appraiser incurred in connection with 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) Price shall be borne equally by the KO Shareholders, on the one hand, Company 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 determinedPutting Stockholder. (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 Holders of Registrable Shares other than Lori ▇. ▇▇▇▇▇ ▇▇▇ Jerr▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll have the occurrence right, for the seven (7) days immediately following the first anniversary of the Closing Date (the "ANNIVERSARY DATE"), to put their Registrable Shares to the Company if the average closing price per share of the Parent Common Stock as reported on the Nasdaq National Market ("NASDAQ") for the ten (10) consecutive trading days ending on the Anniversary Date (the "ANNIVERSARY VALUE") is less than $9.50 per share of the Parent Common Stock. In such a Put Eventcase, the KO Shareholders each Holder shall have the right (to cause the Company to repurchase the total number of Registrable Securities held by such Holder at a “Put Right”) to require the Majority Shareholders to purchase all, but not less than all, price of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a $9.50 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)share. (b) Each Holder desiring to exercise the put right in paragraph (a) shall deliver to the Company, in accordance with Section 15, an Exercise Notice in the form attached hereto as Exhibit A within seven (7) days following the Anniversary Date. Such Exercise Notice shall state the number of Registrable Securities to be repurchased by the Company from the Holder (the "REPURCHASE SHARES"). Upon receipt of such notice, the occurrence Company will notify the transfer agent for the Parent Common Stock that the number of a Put Event, at Repurchase Shares shall be removed from the request aggregate holdings of such Holder in the stock records of the KO ShareholdersCompany and transferred to the treasury of the Company. The Company shall also pay the Holder, by wire transfer or check mailed to the parties shall cause most current address given by such Holder in accordance with the Put Price provisions of Section 15, an amount equal to be determined as follows: (i) If the shares to be purchased $9.50 multiplied 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 number of Series B Stock, the Put Price shall be the Market Value of such shares of Series B StockRepurchase Shares. (c) If In no event shall the KO Shareholders shall for purposes rights provided to Holders pursuant to this Section 12 be exercisable if the exercise of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed rights would adversely affect any transaction being contemplated by the Company that is intended to be accounted for as a waiver pooling of their Put Right for purposes of interests at the transaction as to which written consent has been giventime such rights become exercisable; provided, however, that any exercise rights so affected by a pooling transaction shall become exercisable in accordance with this Section 12 upon the cessation of the restrictions imposed 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 Eventpooling transaction.

Put Right. Section 12.1. Put at the Option of the Holder. At any time on or after the fifth anniversary of the Closing Date, the holder of this Warrant or any Warrant Shares may elect to cause the Company to repurchase all the Warrants and all Warrant Shares (including all such Warrant Shares issued upon exercise of any other Warrant) for cash at (a) Upon if the occurrence of Company is a Put EventListed Company, the KO Shareholders shall have the right (a “Put Right”) to require the Majority Shareholders to purchase allCurrent Market Price, 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).or (b) Upon if the occurrence of Company is not a Put EventListed Company, at the request applicable price determined in accordance with Section 12.2. The Company shall identify the Independent Financial Expert selected by the Company to determine the Appraised Market Value (as defined below) of the KO Shareholders, the parties Company. The holder of this Warrant and any Warrant Shares shall cause the Put Price appoint a second Independent Financial Expert and both such Independent Financial Experts shall be instructed to be determined as follows: (i) use their best efforts to complete their appraisals pursuant to Section 12.2 within 30 days. If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares holders of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders Warrants and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders Warrant Shares are unable to agree within thirty days after on the request identity of a second Independent Financial Expert, such second Independent Financial Expert shall be appointed by the KO Shareholders for holder or holders participating in such appointment having Warrants representing 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 highest aggregate number of shares of Series A Common 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 Stockincluding Warrant Shares). (c) If the KO Shareholders shall for purposes The holder of this Agreement consent in writing Warrant or any Warrant Shares may exercise its right to a Put Eventcause the Company to repurchase up to one-third of the Warrants and all Warrant Shares on the Repurchase Date (as defined below) pursuant to subsection (b) above by written notice to the Company, such prior written consent which notice shall be deemed to be a waiver of their Put Right for purposes given no later than 15 days after the Appraised Market Value of the transaction as Company is determined pursuant 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 12.2.

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. At any time after April 19, 2008 and prior to April 19, 2012, any Partner who has held Units for at least three years (athe “Put Partner”) Upon the occurrence of a Put Event, the KO Shareholders shall have the right to request that the Partnership redeem all of such Units. Such request shall be made in writing, state a requested date for the redemption (a the “Put RightRequested Redemption Date”) and be delivered to require the Majority Shareholders to purchase all, but not less than all, General Partner at least 60 calendar days in advance 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 rightsRequested Redemption Date. The KO Shareholders General Partner shall give written notice determine whether the Partnership has sufficient funds to grant 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 Pricerequest, which determination shall be final and binding made prior to the partiesRequested Redemption Date in the sole discretion of the General Partner. The cost of such investment banking firm(s) If the General Partner determines that sufficient funds are available, the request shall be borne equally by the KO Shareholders, on the one handgranted, and the Majority ShareholdersPartnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, on but no later than 60 calendar days thereafter, 92% of the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination Unreturned Invested Capital of the Put Price. If a party fails to select an investment banker or fails to cooperate Partner 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 respect 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 redeemed Units determined as of the date of redemption; provided that the request sum of the percentage interests in Partnership capital or profits transferred during the taxable year of the Partnership does not exceed 10% of the total interests in partnership capital or profits as determined in the sole discretion of the General Partner. Notwithstanding the foregoing, at no time during any 12-month period, may the number of Units redeemed by the KO Shareholders that Partnership exceed 2% of the Put Price be determined. (ii) If number of Units outstanding at 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 beginning 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, 12-month period unless such prior written consent shall be redemption is otherwise deemed to be a waiver of their Put Right disregarded transfer for purposes of determining whether the transaction Partnership is a publicly traded partnership pursuant to Regulations Section 1.7704-1 as determined in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are not available, or if the requested redemption would cause the number of Units redeemed by the Partnership to which written consent has been given; providedexceed 2% of the number of Units outstanding at the beginning of such 12-month period, howeverthe Partnership shall either (i) decline to perform the requested redemption or (ii) perform the requested redemption solely to the extent such redemption does not violate the provisions of Section 9.3 or this Section 9.4, to be decided in the sole discretion of the General Partner. Each Put Partner covenants and agrees with the Partnership and the General Partner that all Units delivered in connection with the exercise of the put right under this Section 9.4 shall be delivered to the Partnership or the General Partner, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind and, notwithstanding anything contained herein to the contrary, neither the Partnership nor the General Partner shall be under any obligation to acquire any Put Partner’s Units, (1) to the extent that any such Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind or (2) in the event that any such Put Partner shall fail to give the General Partner adequate assurances that such written consent shall Units are not be deemed subject to be a waiver of their Put Right for purposes any such liens, encumbrances, liabilities, claims or charges of any other transaction which might be deemed kind or shall fail to constitute agree to fully indemnify the General Partner from any such liens, encumbrances, liabilities, claims or charges of any kind as well as any costs and expenses relating to the Put Partner’s Units or the exercise of the put right. Each Put Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Units to the Partnership or General Partner, respectively, each such Put EventPartner shall assume and pay such transfer tax.

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. If the Founder Transfers any Shares in contravention of the Right of Co-Sale under this Agreement (a) Upon a “Prohibited Transfer”), or the occurrence of a Put EventProposed Transferee is unwilling to purchase any securities from the Investor, the KO Shareholders shall have Investor may, by delivery of written notice to the right Founder (a “Put RightNotice”) to within thirty (30) days after the date on which the Investor becomes aware of the Prohibited Transfer or the terms thereof, require the Majority Shareholders Founder to purchase allfrom the Investor the number of Shares that is equal to the number of Residual Shares the 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 the Founder shall be equal to the price per share that the Investor would have received at the Co-Sale Closing of such Prohibited Transfer if the 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 the Founder received in the Prohibited Transfer or at the Co-Sale Closing. The Founder shall also reimburse the Investor for any and all reasonable 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 Investor’s Rights of Andina stock owned by them (except as provided Co-Sale pursuant to Section 7 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 9 with respect to the Put Right shall include only the Shares. (b) The Put 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 be sold to the Majority Shareholders Founder shall be of their intention the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if the Investor then owns securities of such class or type. If the Investor does not own any of such class or type, the Put Shares shall be Ordinary Shares. (c) The closing of such sale to exercise their Put Right the Founder will occur within 15 ten (10) days after the date of the first meeting of Investor’s Put Notice to the KO Board of Directors which is held at least 30 days after Founder. At such closing, the date upon which Investor shall deliver to the KO Shareholders receive written notice of Founder the determination of certificate or certificates representing the Put Price pursuant Shares to Section 5.1(bbe sold, each certificate to be properly endorsed for transfer (or with a duly executed separate instrument of transfer, as applicable). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholdersand immediately upon receipt thereof, the parties Founder shall cause pay 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 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 9.3(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. Shareholder shall have the one-time right, during the Put Period, to "put" all or a portion of the Initial Shares (as adjusted) to Purchaser for a cash payment calculated as follows but in no event exceeding Two Million Dollars ($2,000,000.00) minus the value of the Purchase Price Shares delivered to the Purchaser in connection with the Purchase Adjustment (the "MAXIMUM PUT AMOUNT"). The per share price of the Initial Shares shall be the greater of (a) Upon the occurrence average closing share price for Purchaser's common stock for the five (5) business days prior to the notice of exercise of the "put" or (b) the per share price for Purchaser's common stock on the Pre-Closing Date (the "PUT PRICE"). The "put" right shall only be exercisable by written notice (the "PUT NOTICE") from Shareholder and received by Purchaser during the period beginning January 2, 2001 and ending on January 31, 2001 (the "PUT PERIOD"). The closing of the put shall take place at the executive offices of Purchaser on the thirtieth day (or the next business day if the thirtieth day falls on a Saturday, Sunday or national holiday) following the date Purchaser received the Put EventNotice from Shareholder. The Put Price shall be secured by an irrevocable stand-by letter of credit in form substantially similar to EXHIBIT H or as otherwise agreed to by Purchaser and Shareholder (the "LETTER OF CREDIT") (issuing bank to be reasonably satisfactory to Shareholder), effective from the KO Shareholders Closing Date through the earlier of: (1) payment of the Put Price to Shareholder or (2) the end of the Put Period. The Letter of Credit shall be delivered to Shareholder at Closing. Purchaser shall have the right (from time to time following Closing to replace the Letter of Credit with a “Put Right”) substantially similar letter of credit from a financial institution reasonably acceptable 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)Shareholder. (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.