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

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

Put Right. In the event of an Illiquid Exit Transaction, notwithstanding the foregoing and the provisions of Section 4(b) above, at the signed written request of the Holder, before the consummation of such Illiquid Exit Transaction to the Company, or, after the consummation of such Illiquid Exit Transaction to the Successor Entity or to the Parent Entity of the Successor Entity (a) Upon as the occurrence of a Put Eventcase may be, the KO Shareholders shall have “IET Buyer”), that the right Warrant be purchased under this Section 4(b) (a the “Put RightNotice”), such Put Notice to be delivered or not in the sole discretion of the Holder at any time during the Put Notice Period, the Company or, after the consummation of such Illiquid Exit Transaction, the IET Buyer (as the case may be, the “Put Purchaser”) to require shall purchase this Warrant from the Majority Shareholders to purchase all, but not less than all, Holder upon the Put Closing Date for a cash payment in the amount of the shares Put Price. The “Put Notice Period” shall begin on the earliest to occur of Andina stock owned (i) the public disclosure or notice to the Holder from the Company of any Illiquid Exit Transaction or (ii) the Holder first becoming aware of any Illiquid Exit Transaction, and shall end on the date that is ninety (90) days after the earliest to occur of (A) public disclosure of the consummation of such Illiquid Exit Transaction by them the Company pursuant to a Current Report on Form 8-K filed with the SEC or (except as provided in B) notice to the next sentenceHolder from the Put Purchaser that such Illiquid Exit Transaction has been consummated. If applicable, at its own election or the written election of the Holder, the Put Purchaser shall use commercially reasonable efforts to engage, at the expense of the Put Purchaser within the later of two (2) at Business Days after receipt such election or within five (5) Business Days after receipt of the Put Notice if the Holder and the Put Purchaser have not agreed upon the Put Price within three (calculated on a per share basis3) as determined in Section 5.1(b). For purposes of this Section 5.1Business Days, the Shareholders agree that Appraiser to determine the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rightsAppraised Value. The KO Shareholders “Put Closing Date” shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after occur only if such Illiquid Exit Transaction is consummated, and shall occur on the date of the first meeting consummation of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence of a Put Event, at the request of the KO Shareholders, the parties shall cause the Put Price to be determined as follows: (i) If the shares to be purchased by the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders Illiquid Exit Transaction or, if the KO Shareholders and Put Notice is received after the Majority Shareholders are unable to agree consummation of such Illiquid Exit Transaction, shall occur on a date selected by the IET Buyer within thirty (30) days after the request by the KO Shareholders for the determination of receipt of the Put PriceNotice by the IET Buyer; provided that if the Put Price has not been determined before the Put Closing Date, the Majority Shareholders, Put Closing Date shall be on a date that is selected by the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis IET Buyer that is within three (3) Business Days of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its such determination of the Put Price. If such two firms do not agree on Promptly after the delivery of the Put Price and following such determination the KO Shareholders Notice, Holder and the Majority Shareholders continue to be unable Put Purchaser will attempt in good faith to agree upon the Put Price. The “Put Price” shall be the amount agreed by Holder and the Put Purchaser, or at the election of either Holder or the Put Purchaser shall be the Appraised Value; provided that if the Holder so notifies the Put Purchaser in the Put Notice the Put Price shall, notwithstanding anything in the contrary in this definition, be an amount equal to the “Net Number” (as defined in Section 1(e)) multiplied by the number “B” (as determined in accordance such Section 1(e)). “Appraised Value” means an amount in U.S. Dollars equal the value determined by the Appraiser, as of the date of the consummation of the Illiquid Exit Transaction, of the proceeds of the Illiquid Exit Transaction that would have been received by the Holder had the Holder immediately prior to the consummation of such Illiquid Exit Transaction had exercised this Warrant in full pursuant to a Cashless Exercise and received the proceeds from the consummation of such Illiquid Exit Transaction attributable to the Common Stock that would have been received upon such Cashless Exercise. “Appraiser” shall mean Valuation Research Corporation (“VRC”) or if VRC is unavailable, Duff & 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. 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. (a) Upon At any time and from time to time on or after the occurrence --------- seventh anniversary of the Initial Closing Date, but not after the consummation of a Put EventPublic Offering, the KO Shareholders each Institutional Investor shall have the right (a “Put Right”) to require the Majority Shareholders Company to repurchase all, but not less than all, of the outstanding Investor Stock held by such Institutional Investor and its Affiliates at the Repurchase Price (as defined below) by giving written notice to the Company of such Institutional Investor's exercise of this right (the "Exercise Notice"). Within 10 days after receipt of an Exercise Notice, the --------------- Company shall give written notice (the "Repurchase Notice") to each other holder ----------------- of Investor Stock, setting forth the identity of the Institutional Investor tendering such Exercise Notice, the number of shares of Investor Stock to be repurchased from such Investor, and a reasonable approximation of the fair market value of the Company's assets (net of any Company liabilities senior in liquidation preference to the Investor Stock) and of each share of Investor Stock at the time of such Repurchase Notice. Each Investor shall be entitled to join in such repurchase and require the Company to purchase all, but not less than all, of the shares of Andina stock owned Investor Stock held by them (except as provided in the next sentence) such Investor and its Affiliates at the Put Price (calculated same closing, at the same price, and on a per share basis) the same terms as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that Institutional Investor tendering the shares of Andina stock subject to the Put Right shall include only the Shares currently owned Exercise Notice by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right giving Exercise Notice within 15 20 days after the date of the first meeting Repurchase Notice. Promptly (but in any event within 3 business days after the end of this 20-day period), the KO Board of Directors Company shall send each Investor written notice updating the information contained in the Repurchase Notice (the "Revised Repurchase Notice"). The Revised Repurchase ------------------------- Notice shall also set forth a time (which is held at least 30 shall be not less than 5 nor more than 10 business days after the date upon of such notice) and place for a meeting between the Company and the holders of a majority of the Investor Stock 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 Company has been given; provided, however, that such written consent shall not be deemed requested to be a waiver of their Put Right for purposes of any other transaction which might be deemed to constitute a Put Event.repurchase (the "Majority Holders"). ----------------

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

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

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

Put Right. (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 Subject to the occurrence limitations on repurchases of a Put Eventshares under the Delaware General Corporation Law and the terms and conditions set forth herein, the KO Shareholders shall have Company hereby grants each Holder the right (a the “Put Right”) to require the Majority Shareholders Company to purchase allpurchase, but not less than allout of funds and assets legally available therefor, of the shares of Andina stock owned by them (except as provided in the next sentence) from such Holder at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes times and with respect to that number of this Section 5.1applicable Holder Shares, 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 At any time on or following May 5, 2033, such Holder may require, upon delivery 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 Company of the Put PriceExercise Notice, 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 Company to purchase up to 50% 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 Holder PP Shares and/or 50% of the Put Price, which determination shall be final and binding Holder PP-1 Shares (each rounded down to the parties. The cost of nearest whole share) then held by 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 Holder at 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 per share purchase price equal to the applicable 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 determinedPurchase Price. (ii) If At any time on or following May 5, 2034, such Holder may require, upon delivery to the Company of the Put Exercise Notice, the Company to purchase up to 100% of the Holder PP Shares and/or the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to be the applicable Put Purchase Price. (iii) In the case of a Trigger IPO or a SPAC Transaction, such Holder may require, upon delivery to the Company of the Put Exercise Notice, the Company to purchase upon the consummation of such Trigger IPO or SPAC Transaction up to 50% of the Holder PP Shares and/or 50% of the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to the Majority Shareholders pursuant to applicable Put Purchase Price, provided that the exercise of the Put Right are shares of Series B Stock, pursuant to this Section 2(a)(iii) may be conditioned on the Put Price shall be the Market Value consummation of such shares of Series B StockTrigger IPO or SPAC Transaction. (civ) If In the KO Shareholders shall for purposes case of this Agreement consent in writing to a Put EventSale of the Company, such Holder may require, upon delivery to the Company of the applicable Put Exercise Notice, the Company to purchase upon the consummation of such Sale of the Company up to 100% of the Holder PP Shares and/or 100% of the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to the applicable Put Purchase Price, provided that the exercise of the Put Right pursuant to this Section 2(a)(iv) may be conditioned on the consummation of such Sale of the Company. Notwithstanding anything to the contrary in this Section 2(a), any such exercise of the Put Right with respect to Perpetual-1 Preferred Stock (the “PP-1 Payment”) pursuant to clauses (iii) or (iv) above shall be conditioned upon either (a) the prior or concurrent payment in full of any then-outstanding first and second lien Obligations of the Company (the “Senior Obligations”) authorized and/or outstanding as of the PP-1 Original Issue Date (as defined in the Restated Certificate) or (b) the written permission for or waiver with respect to such PP-1 Payment by the requisite holders of such then-outstanding Obligations (such payment in full of the Senior Obligations or receipt of such permissions or waiver, the “Put Senior Obligations Condition”). The Company shall not permit the consummation of a Trigger IPO, SPAC Transaction or a Sale of the Company unless the Company causes the Senior Obligations, if applicable, to be satisfied in full (or obtains the written permission for or waiver with respect to such PP-1 Payment by the requisite holders of such then-outstanding Obligations) prior to, or concurrently with, the consummation of a Trigger IPO, SPAC Transaction or a Sale of the Company (which permission or waiver may be conditioned on the consummation of such Trigger IPO, SPAC Transaction or a Sale of the Company), in each case so that the Put Right may be exercised and the Put Purchase Price be paid with respect to the Perpetual-1 Preferred Stock in satisfaction of the Put Senior Obligations Condition. The Company agrees to provide each Holder at the address for such Holder in the Company’s records in the manner specified pursuant to Section 5(d) hereof with at least ten (10) calendar days prior written consent notice of either a contemplated Trigger IPO, SPAC Transaction or a Sale of the Company, which shall be deemed include summary information regarding the material terms and conditions of such transaction, the expected date such transaction is then expected to be a waiver consummated, the amount of expected consideration for such Holder Shares and the date on which such Holder must deliver their Put Exercise Notice to exercise the Put Right for purposes with respect thereto (the “Company Notice”), which Company Notice shall confirm that the Put Senior Obligations Condition, if applicable, will be satisfied prior to, or concurrently with, the consummation of a Trigger IPO, SPAC Transaction or a Sale 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 EventCompany.

Put Right. Within two (a2) Upon years from the occurrence date of a Put Eventthe Closing under the Series A Share Purchase Agreement, the KO Key Shareholders shall have the right to sell to the Preferred Shareholder the entire Shares held by such Key Shareholders pursuant to and in compliance with the terms hereof (a “Put RightOption”). Such sale shall be made on the following terms and conditions: (a) A Key Shareholder may exercise the Put Option only if all the Shares held by such Key Shareholder will be sold to require the Majority Preferred Shareholder, and a Key Shareholder is not allowed to only sell part of its/his Shares in exercising the Put Option; (b) Put Option enjoyed by Key Shareholders to purchase allare not transferable, but not less than all, and no purchaser or assignee of the shares Shares has the right to exercise the Put Option; (c) The price per share at which the Shares are to be sold to the Preferred Shareholder shall be equal to eight point sixty five (8.65) times of Andina stock owned by them the Net Operating Income (except as provided defined in Section 14.02) per Share in the next sentencecomplete fiscal year preceding to the notice as mentioned in sub-paragraph (ii) at hereafter as reflected in the consolidated financial statements of the Company audited by a Big-4 accounting firm. Any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Put Option under this Agreement shall be deducted from the price payable by the Preferred Shareholder to such Key Shareholder. (d) A Key Shareholder is only entitled to exercise Put Option once a year, subject to each sale of a minimum of 500,000 shares, within the two years of the Closing, and shall deliver a written notice (as specified in the subsection (c) below) within 10 days from the first and second anniversaries respectively for the purpose of exercising the Put Price Option; (calculated on e) The Company shall have Net Operating Income for the first year of the Closing for exercising the first-year Put Option by a per share basisKey Shareholder, and shall have a higher amount of Net Operating Income for the second year than for the first year for exercising the second-year Put Option by the Key Shareholder; (f) as determined in Section 5.1(b). For purposes of this Section 5.1A Key Shareholder shall, if exercising the Shareholders agree that the shares of Andina stock subject right created hereby, deliver to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive Preferred Shareholder a written notice of selling all the determination of Shares it/he holds in the Company to the Preferred Shareholder (“Put Price pursuant to Section 5.1(bOption Notice”). (bg) Upon The Preferred Shareholder shall purchase the occurrence of a Shares specified to be sold under the Put Event, at the request Option Notice. The payment of the KO Shareholders, purchase price can be made in cash or shares issued by the parties shall cause the Put Price to be determined as follows:Preferred Shareholder (“Consideration Shares”); (ih) If At least 50% of the shares to be purchased by purchase price for the Majority Shareholders pursuant to the Put Right are shares of Series A Stock, the Put Price for such shares Shares shall be mutually agreed upon by the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable paid in cash up to agree within thirty days after the request by the KO Shareholders USD 4,800,000 in aggregate for the determination of the Put Price, the Majority Shareholders, on the one hand, and the KO Shareholders, on the other hand, shall each choose an internationally recognized investment banking firm with experience in the analysis of soft drink businesses, and each of those two firms within 60 days from the date of their engagement shall prepare an appraisal setting forth its determination of the Put Price. If such two firms do not agree on the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue to be unable to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of the Put Price, which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO Shareholders, on the one hand, and the Majority Shareholders, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Put Price. If a party fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other party or parties, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase by the Majority Shareholders pursuant to the Put Right are shares of Series B Stock, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes of this Agreement consent in writing to a Put Event, such prior written consent shall be deemed to be a waiver of their Put Right for purposes of the transaction as to which written consent has been giventotal annual exercise; provided, however, that such written consent (i) if the Investor and exercising Key Shareholders mutually desire, the cash portion of the purchase price can be lower than 50%; or (ii) at the choice of the Preferred Shareholder, the total annual cash payment can be higher than USD4,800,000. The Preferred Shareholder shall, within forty-five (45) days upon receipt of the notice described above from the Key Shareholder(s) exercising the right created hereby, elect to pay the purchase price in cash or the Consideration Shares, after deducting the amount of reimbursable fees and expenses, as specified above. The price of the Consideration Shares shall not be deemed the average weighted trading price of the shares of the Preferred Shareholder in the past thirty (30) trading days prior to be a waiver the date of their the Put Right for purposes of any other transaction which might be deemed to constitute a Put EventOption Notice].

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. 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. (a) Upon the occurrence of a Put Event, the KO Shareholders Holdings shall have the right right, exercisable at any time and from time to time beginning on the Restricted Period End Date and continuing for a period of 30 days thereafter (the “Put Period”), to sell all or a portion of the Aggregate Shares to F▇▇▇▇▇▇ or an Affiliate of F▇▇▇▇▇▇, and F▇▇▇▇▇▇ will be obligated to, or will cause such Affiliate to, purchase such Aggregate Shares, at a purchase price of $6.00 per share (subject to pro rata adjustment for stock splits and combinations, recapitalizations, stock dividends and similar transactions) (the “Put Purchase Price”). Such rights to sell to F▇▇▇▇▇▇ or such Affiliate pursuant to this Section 3 are referred to herein as the “Put Right.” Holdings shall exercise the Put Right by giving written notice of exercise (the “Put Right Notice”) to require F▇▇▇▇▇▇, which notice shall set forth the Majority Shareholders number of Aggregate Shares to purchase all, but not less than all, of be purchased by F▇▇▇▇▇▇ or such Affiliate (the shares of Andina stock owned by them (except as provided in the next sentence) at “Put Shares”). Within seven business days after F▇▇▇▇▇▇ or his Affiliate receives the Put Right Notice, F▇▇▇▇▇▇ shall, or shall cause such Affiliate to, pay the aggregate Put Purchase Price for the Put Shares to Holdings by check or wire transfer of immediately available funds to an account designated by Holdings . Promptly after Holdings receives such payment, Holdings shall deliver (calculated on or arrange for delivery) to F▇▇▇▇▇▇ or such Affiliate a per share basisstock certificate representing the Put Shares (free and clear of any rights, restrictions, liens or encumbrances whatever) as determined purchased by F▇▇▇▇▇▇ or such Affiliate together with a fully-executed stock power. Notwithstanding the foregoing, if Holdings exercises the Put Right in Section 5.1(b). For purposes of this Section 5.1connection with a Company Sale, the Shareholders agree that the shares exercise of Andina stock subject to the Put Right shall include only be effective, and 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 sale 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 Aggregate Shares pursuant to the Put Right are shares to F▇▇▇▇▇▇ or an Affiliate of Series A StockF▇▇▇▇▇▇ at a purchase price of $6.00 per share in cash (subject to pro rata adjustment for stock splits and combinations, the Put Price for such shares shall be mutually agreed upon by the KO Shareholders recapitalizations, stock dividends 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(ssimilar transactions) shall be borne equally by subject to and take place immediately prior to, 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 consummation of the Put Price. If a party fails to select an investment banker or fails to cooperate with Company Sale, it being understood that if 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 partiesCompany Sale is terminated, the other party or parties shall, in good faith, cooperate provisions of Section 2 and 4 shall apply until the next Restricted Period End Date occurs and thereby triggers a new Put Period consistent with the investment banker already retained under the terms provisions of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determinedSection 3. (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 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. (a) Upon For so long as the Pro Rata Percentage of an Investor Shareholder is equal to or greater than five percent (5%), if (i) an Adverse Recovery Event occurs, (ii) a Major Decision is approved by the Board but at least one Investor Nominee of such Investor 17 Shareholder votes against such Major Decision, or (iii) such Investor Shareholder or any of its Affiliates exercise a put right with respect to any other equity interest in the Companies Beneficially Owned by such Investor Shareholder or its Affiliates, then, in each case, such Investor Shareholder shall be a “Put Right Shareholder” and the occurrence of a Put such Adverse Recovery Event, the KO Shareholders approval of such Major Decision or the exercise of such put right shall have the right (constitute a “Put RightTriggering Event”) to require the Majority Shareholders to purchase all, but not less than all, of the shares of Andina stock owned by them (except as provided in the next sentence) at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes of this Section 5.1, the Shareholders agree that the shares of Andina stock subject to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date of the first meeting of the KO Board of Directors which is held at least 30 days after the date upon which the KO Shareholders receive written notice of the determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence If a Put Triggering Event occurs, a Put Right Shareholder may, within thirty (30) days of such Put Triggering Event, provide written notice to Holdco Inc. that a Put Triggering Event has occurred, including a description of such Put Triggering Event (a “Put Triggering Event Notice”). (c) At any time between forty-five (45) and sixty (60) days after delivery of a Put EventTriggering Event Notice, each Put Right Shareholder shall have the right, but not the obligation, to deliver a written notice to Holdco Inc. and the Company (a “Put Exercise Notice”) of the Put Right Shareholder’s decision to require Holdco Inc. (or, at the request Holdco Inc.’s election, its Affiliate or a Third Party) to purchase all of the KO ShareholdersShares then held by such Put Right Shareholder and its Affiliates (in each case, the parties shall cause “Put Shares”), in accordance with and subject to the conditions and limitations set forth in this Section 2.15(c) (such purchase and sale of the Put Price Shares, the “Put Sale”). A Put Exercise Notice shall be effective only if the Put Triggering Event is continuing as of the date of such Put Exercise Notice (the “Put Exercise Date”), in which case Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) will be required to be determined as follows:purchase the Put Shares in the Put Sale, in accordance with and subject to the conditions and limitations set forth in this Section 2.15. (id) If Subject to Section 2.15(h), a Put Exercise Notice shall obligate Holdco Inc. (or, at Holdco Inc.’s election, its Affiliate or a Third Party) to purchase, and each Put Right Shareholder who has delivered a Put Exercise Notice to sell, the shares Put Shares for a purchase price equal to be purchased by the Majority Shareholders pursuant fair market value of the Put Shares as of immediately prior to the Put Right are shares of Series A StockTriggering Event, without taking into account the Put Price for such shares shall be mutually agreed upon by Triggering Event and assuming closing of the KO Shareholders and the Majority Shareholders or, if the KO Shareholders and the Majority Shareholders are unable to agree within thirty Put Sale seventy-five (75) days after the request by Put Exercise Date (as may be adjusted in accordance with Section 2.15(d)(iv), the KO Shareholders for the determination of the “Put Price”), the Majority Shareholdersthat is determined as between Holdco Inc., on the one hand, and the KO Shareholdersand, on the other hand, shall each choose an internationally recognized investment banking firm Put Right Shareholder separately from and independent of any other Put Right Shareholder, in each case in accordance with experience in the analysis of soft drink businesses, and each of those two firms within 60 procedures below: (i) Within twenty-five (25) days from the date of their engagement shall prepare an appraisal setting forth its determination of following the Put Price. If such two firms do not agree on Exercise Date, the Company shall appoint a Valuation Arbiter, subject to Holdco Inc.’s and the Put Price and following such determination the KO Shareholders and the Majority Shareholders continue Right Shareholder’s prior written consent (not to be unable unreasonably withheld), to agree upon the Put Price within ten days from the expiration of such 60-day term, the two firms shall, assist in good faith, select a third investment banking firm, which third firm shall be an internationally recognized firm with experience in the analysis of soft drink businesses. The third investment banking firm so selected shall within forty-five days from the date of its engagement prepare an appraisal setting forth its determination of determining the Put Price, the costs and expenses of which determination shall be final and binding to the parties. The cost of such investment banking firm(s) shall be borne equally by the KO ShareholdersCompany, on the one hand, except as provided in Section 2.15(g). Holdco Inc. and the Majority ShareholdersPut Right Shareholder shall, on the other. The KO Shareholders and the Majority Shareholders shall cooperate fully in selecting investment bankers and shall cooperate fully in their determination within thirty (30) days of the Put Price. If Exercise Date, separately submit to the Valuation Arbiter, on a party fails to select an investment banker or fails to cooperate confidential basis and on the basis of assumptions agreed between Holdco Inc. and the Put Right Shareholder that are consistent with such banker as described herein, in either case, within ten days the provisions of receipt of a notice specifying such failure to cooperate from the other party or partiesthis Section 2.15, the other party or parties shall, in good faith, cooperate with the investment banker already retained under the terms price which each of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of Holdco Inc. and such Put Right Shareholder believes should constitute the Put Price, which determination shall be final and binding on the parties. The parties shall instruct the investment banking firm so retained to deliver its written opinion as to the Put Price to the parties within thirty days following the selection of such banker. The Put Price of the shares of Series A Stock shall be the price that a holder of shares of Series A Stock would receive upon the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer as of the date of the request by the KO Shareholders that the Put Price be determined. (ii) If the Shares to be purchase lower of the two prices submitted by the Majority Shareholders pursuant to Holdco Inc. and the Put Right are shares of Series B StockShareholder to the Valuation Arbiter is no more than ten percent (10%) lower than the greater price, then the Put Price shall be the Market Value average of the two prices. The Valuation Arbiter shall provide written notice of whether the Put Price can be immediately determined in accordance with this Section 2.15(d)(ii) to the Company, Holdco Inc. and the Put Right Shareholder as promptly as reasonably practicable following its receipt of Holdco Inc.’s and the Put Right Shareholder’s proposed price. If the Put Price can be so determined, such shares notice shall also set forth the price proposed by each of Series B StockHoldco Inc. and the Put Right Shareholder and the final Put Price as determined in accordance with this Section 2.15(d)(ii). (ciii) If the KO Shareholders lower value is more than ten percent (10%) lower than the greater value, then the Valuation Arbiter shall for purposes undertake an independent determination of this Agreement consent in writing the fair market value of the Put Shares as of immediately prior to a the Put Triggering Event, without taking into account the Put Triggering Event, as adjusted to account for any subsequent dividends or capital contributions. In determining the fair market value, the Valuation Arbiter shall take into account all relevant facts, circumstances and assumptions, including (a) the existence of (i) a willing buyer and (ii) a willing seller, neither of which is under compulsion to consummate the sale and each of whom is dealing on an arms’ length basis, without consideration of any control, liquidity or minority discount or premium, (b) general market conditions and comparable transactions and other generally recognized valuation methodologies, such prior written consent as discounted cash flow, (c) the assumption that the closing of the Put Sale will occur seventy-five (75) days after the Put Exercise Date and any other assumptions agreed between Holdco Inc. and the Put Right Shareholder, and (d) such other factors as the Valuation Arbiter determines are relevant to its evaluation. The Put Price shall be deemed to be a waiver of their the price set forth by Holdco Inc. or the Put Right for purposes Shareholder that is nearest to the fair market value determined by the Valuation Arbiter. In the event that the Valuation Arbiter is required to undertake an independent determination of the transaction fair market value of the Put Shares pursuant to this Section 2.15(d)(iii), the Company, Holdco Inc. and the Put Right Shareholder shall furnish to the Valuation Arbiter all such information as the Valuation Arbiter shall reasonably request, including information concerning the Company and its assets, business, operations, affairs, financial condition or prospects, and the Valuation Arbiter shall complete any such determination of the fair market value, and provide written notice of the final Put Price as determined in accordance with this Section 2.15(d)(iii) to the Company, Holdco Inc. and the Put Right Shareholder as soon as reasonably practicable, and in any event within sixty (60) days of the Put Exercise Date. (iv) The final Put Price as determined in accordance with this Section 2.15(d) shall be adjusted to account for any dividends or capital contributions paid during the period between the Put Exercise Date and the closing of the Put Sale, except to the extent such dividends or capital contributions were reflected in the determination of the Put Price. (v) The determination of the final Put Price by the Valuation Arbiter in accordance with this Section 2.15(d) shall be final and binding on Holdco Inc. and the applicable Put Right Shareholder and may be entered and enforced in any court having jurisdiction. (e) Subject to Section 2.15(h), Holdco Inc. shall, within one hundred eighty (180) days of the Put Exercise Date, give written notice to each Put Right Shareholder that Holdco Inc. has either (i) entered into a definitive acquisition agreement with a Third Party pursuant to which written consent has been givensuch Third Party shall acquire the Put Shares from such Put Right Shareholder and its Affiliates or (ii) elected to purchase, or have its Affiliate purchase, the Put Shares. Such Put Right Shareholder and Holdco Inc. and, if applicable, such Third Party Buyer, shall be required to consummate such Put Sale within the Regulatory Approval Period. In addition, Holdco Inc. and the applicable Investor Shareholder shall take all other actions as may be reasonably necessary to consummate such Put Sale, including making such representations, warranties and covenants and entering into such definitive agreements (including with third parties) as are customary for transactions of the nature of the Put Sale; provided, however, provided that such written consent Investor Shareholder shall not be deemed required to provide any representations, warranties or covenants in connection with any Put Sale other than those representations, warranties and covenants set forth on Schedule 2.15(e). Upon the closing of a Put Sale, the purchaser of the Put Shares shall pay the Put Price, together with any amounts owed pursuant to Section 2.15(g), by wire transfer of immediately available funds to the account or accounts that the applicable Investor Shareholder shall designate to Holdco Inc. prior to such closing. (f) The existence of a Put Triggering Event, a Put Triggering Event Notice, a Put Exercise Notice or a pending Put Sale shall not, in and of itself, relieve or excuse any Party from its ongoing duties and obligations under this Agreement. (g) Subject to Section 2.15(h), in connection with any Put Sale by an Investor Shareholder pursuant to this Section 2.15 pursuant to which a Third Party acquires the Put Shares, Holdco Inc. shall pay such Investor Shareholder an amount equal to the Daily Ticking Fee multiplied by the number of days between the date that is sixty (60) days after the Put Exercise Date and the consummation of such Put Sale. (h) At any time within fifteen (15) days after the determination of the final Put Price in accordance with Section 2.15(d), an Investor Shareholder may deliver written notice to Holdco Inc. and the Company that it is irrevocably withdrawing its Put Exercise Notice, and, if such notice is so delivered, such Investor Shareholder shall no longer be required to sell, and Holdco Inc. shall no longer be obligated to purchase, or arrange for the purchase of, the Put Shares or pay any Daily Ticking Fee to such Investor Shareholder in connection with such withdrawn Put Exercise Notice. Each Investor Shareholder may exercise its right to withdraw a Put Exercise Notice pursuant to this Section 2.15(h) no more than three (3) times in any sixty (60) month period. Each Investor Shareholder agrees to be a waiver responsible for the payment of their one-half of the costs and expenses of the Valuation Arbiter related to any Put Right for purposes of any other transaction which might be deemed Exercise Notice that is withdrawn by such Investor Shareholder pursuant to constitute a Put Eventthis Section 2.15(h).

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

Put Right. (a) Upon Subject to the occurrence limitations on repurchases of a Put Eventshares under the Texas Business Organizations Code and the terms and conditions set forth herein, the KO Shareholders shall have Company hereby grants each Holder the right (a the “Put Right”) to require the Majority Shareholders Company to purchase allpurchase, but not less than allout of funds and assets legally available therefor, of the shares of Andina stock owned by them (except as provided in the next sentence) from such Holder at the Put Price (calculated on a per share basis) as determined in Section 5.1(b). For purposes times and with respect to that number of this Section 5.1applicable Holder Shares, 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 At any time on or following May 5, 2033, such Holder may require, upon delivery 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 Company of the Put PriceExercise Notice, 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 Company to purchase up to 50% 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 Holder PP Shares and/or 50% of the Put Price, which determination shall be final and binding Holder PP-1 Shares (each rounded down to the parties. The cost of nearest whole share) then held by 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 Holder at 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 per share purchase price equal to the applicable 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 determinedPurchase Price. (ii) If At any time on or following May 5, 2034, such Holder may require, upon delivery to the Company of the Put Exercise Notice, the Company to purchase up to 100% of the Holder PP Shares and/or the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to be the applicable Put Purchase Price. (iii) In the case of a Trigger IPO or a SPAC Transaction, such Holder may require, upon delivery to the Company of the Put Exercise Notice, the Company to purchase upon the consummation of such Trigger IPO or SPAC Transaction up to 50% of the Holder PP Shares and/or 50% of the Holder PP-1 Shares then held by such Holder at a per share purchase price equal to the Majority Shareholders pursuant to applicable Put Purchase Price, provided that the exercise of the Put Right are shares of Series B Stock, pursuant to this Section 2(a)(iii) may be conditioned on the Put Price shall be the Market Value consummation of such shares of Series B StockTrigger IPO or SPAC Transaction. (civ) If In the KO Shareholders shall for purposes case of this Agreement consent in writing to a Put EventSale of the Company, such prior written consent shall be deemed Holder may require, upon delivery to be the Company of the applicable Put Exercise Notice, the Company to purchase upon the consummation of such Sale of the Company up to 100% of the Holder PP Shares and/or 100% of the Holder PP-1 Shares then held by such Holder at a waiver per share purchase price equal to the applicable Put Purchase Price, provided that the exercise of their the Put Right for purposes pursuant to this Section 2(a)(iv) may be conditioned on the consummation of such Sale 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 EventCompany.”

Put Right. If, at any time during the period commencing on March 8, 2004 and expiring on March 8, 2005, (a) Upon the occurrence average daily per-share Closing Price of a Put Eventthe Common Stock (the "Average Price") during any period of ninety (90) consecutive Trading Days preceding and including the date of measurement (the "Measurement Date") is greater than the Per-Share Exercise Price in effect on the Measurement Date (the "Measurement Date Exercise Price"), and (b) the KO Shareholders number of shares of Common Stock held by stockholders other than the shares of Common Stock held by CT Management Stockholders and the Associated Stockholders as of the close of business on the Measurement Date is less than twenty-five million (25,000,000) (as adjusted for any stock dividend, stock split, combination or similar recapitalization), then the Initial Holder and/or any Related Holder(s), as the case may be (and not any other Holder) shall have the right (a “the "Put Right”") to require the Majority Shareholders Company to purchase, subject to the following sentence, the Warrant(s), in whole or in part, held by the Initial Holder and/or the Related Holder. If the Initial Holder and/or any Related Holder, as the case may be, elect(s) to exercise the Put Right, then such Holder(s) shall surrender this Warrant to the Company at the address set forth in Section 11 hereof, accompanied by written notice (the "Put Notice") to the Company of the election of the Holder(s) to require the purchase allof the Warrant(s) or a part thereof as specified in the Put Notice (any such part to be expressed in terms of a portion of the number of whole Warrant Shares corresponding to the portion of the Warrant(s) to be purchased) (the "Put Portion") and the Company shall, but not less than allwithin sixty (60) days after the Put Notice is given, either as determined in its sole discretion: (x) purchase the Put Portion at the Put Purchase Price and, if only a part of a Holder's Warrant is purchased pursuant to an exercise of the Put Right, issue and deliver to such Holder a new Warrant covering the balance of the shares of Andina stock owned by them remaining subject to this Warrant (except as provided i.e., those Warrant Shares not included in the next sentencePut Portion) at and setting forth the proportionate part of the Aggregate Exercise Price applicable to such balance of Warrant Shares; or (y) elect not to purchase the Put Price Portion and provide written notice to such Holder that the Exercise Period shall be extended to continue until March 8, 2008 whereupon this Warrant may continue to be exercised through such date without any further action by the Company or such Holder. If the Company elects not to purchase the Put Portion pursuant to clause (calculated on a per share basisy) as determined in Section 5.1(b). For purposes of this Section 5.1the foregoing sentence, the Shareholders agree that Company shall issue and deliver to such Holder a new Warrant reflecting the shares of Andina stock subject to extended Exercise Period and the Put Right governed in this Section 4 shall include only the Shares currently owned terminate and be of no further force and effect without any further action by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rightsCompany or such Holder. 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 Purchase 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 amount equal to the product obtained by multiplying (x) the amount by which the Average Price exceeds the Measurement Date Exercise Price and (y) the number of shares of Series A Common Stock would receive upon for which the sale of such shares in a transaction under market conditions between a willing seller and a willing buyer Put Portion is exercisable as of the date the Put Notice is given. The Company may elect to pay the Put Purchase Price in cash or in the form of an assignment of the request by Company's Interest(s) in the KO Shareholders that the Put Price be determined. (iiFund(s) If the Shares to be purchase by the Majority Shareholders pursuant or Fund Control Persons, or in any combination of cash and such an assignment, with an aggregate value equal to the Put Right are shares Purchase Price. The fair market value of Series B Stock, any Interest(s) in the Put Price Fund(s) or Fund Control Person(s) to be assigned in accordance with the foregoing shall be determined in accordance with the Market Value Appraisal Procedures. The Company shall, in connection with any assignment(s) of such shares of Series B Stock. (cInterest(s), execute and deliver written assignment(s) If and any additional documents requested by such exercising Holder to complete, confirm or perfect 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 assignment 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 Eventassigned Interests.

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.

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 either (i) a termination by the occurrence Company of Executive’s employment Without Cause or (ii) a resignation by Executive for Good Reason (each, a “Put Event”), Executive will have a right, but not the KO Shareholders shall have obligation, to sell a number of vested Units (as such term is defined in the right Racecar Holdings Agreement) of Holdings held by Executive equal to the lesser of (i) vested Units representing 20% of the outstanding vested Units held by Executive (valued at fair market value as of Executive’s termination date, as determined in good faith by the Board consistent with Avista Capital Partners’ most recent valuation of Holdings) or (ii) vested Units with a fair market value of $2,000,000 (valued at fair market value as of Executive’s termination date, as determined in good faith by the Board consistent with Avista Capital Partners’ most recent valuation of Holdings) (the “Put Units”), to the Company pursuant to the terms and conditions of this Section 14 (the “Put Right”) to require the Majority Shareholders to purchase all). As promptly as practicable, but not less than allin any event within 30 days after any Put Event, Executive must provide written notice to Holdings of the shares of Andina stock owned by them (except as provided in the next sentence) at Executive’s intent to exercise the Put Price Right (calculated on a per share basis) as determined in Section 5.1(bthe “Put Notice”). For purposes of this Section 5.1; provided, that if Executive does not provide such written notice to the Shareholders agree that the shares of Andina stock subject to Company within such 30 day period, 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 rightsbe forfeited. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days As promptly as practicable after the date Holdings’ receipt of the first meeting Put Notice, the Board shall determine, in good faith and consistent with Avista Capital Partners’ most recent valuation of Holdings, the KO Board aggregate fair market value of Directors which is vested Units held at least 30 days after the date upon which the KO Shareholders receive written notice by Executive as of the Executive’s termination date, and it’s determination of the Put Price pursuant to Section 5.1(b). (b) Upon the occurrence amount of a Put Event, at the request of the KO Shareholders, the parties shall cause Units that constitute 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 shallUnits, 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 each case as of the date of the request Put Event. (b) Within 90 days after receipt of the Put Notice on a date determined by the KO Shareholders Board (the “Put Date”), Holdings will repurchase or redeem in cash all of the Put Units for the aggregate fair market value of the Put Units determined in accordance with Section 14(a) (such price, the “Put Price”); provided, that the Put Price Date may be determined. extended if such redemption or repurchase is (i) prohibited by the terms of any credit facility of Holdings or its Subsidiaries as the result of an event of default or (ii) not permissible under applicable law. If the Shares to be purchase by the Majority Shareholders Put Date is extended pursuant to the proviso in the preceding sentence as a result of a prohibition under the terms of any credit facility of Holdings or its Subsidiaries, then Holdings shall repurchase as many Put Right are shares of Series B Stock, Units as is permissible under such credit facility. Holdings will use its commercially reasonable efforts to provide that any credit facility entered into following the date hereof by Holdings or its Subsidiaries does not contain an express prohibition on the transactions contemplated by this Section 14. On the Put Price Date, if the Company pays the Put Price, all Put Units 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 canceled and no longer deemed to be a waiver of their Put Right for purposes outstanding. At the closing of the transaction purchase of the Put Units, Executive shall be required to deliver an assignment of such Put Units to Holdings, as to which written consent has been given; provided, however, that such written consent shall not be deemed to be a waiver of their well as make customary representations and warranties regarding the Put Right for purposes of any other transaction which might be deemed to constitute a Put EventUnits and the transactions contemplated by this Section 14.

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

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

Put Right. (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. (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. 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. (ai) Upon If (x) the occurrence transaction constituting the Purchase Event is for consideration other than all cash consideration and (y) the Person acquiring Issuer in such transaction (A) is not publicly traded (i.e., listed on a national securities exchange or the NASDAQ System) or (B) has an aggregate market capitalization, as of a Put Eventthe close of trading on the next trading day immediately following the closing of the such transaction, the KO Shareholders not in excess of $1,000,000,000, each Registered Holder (as defined in Section 7B below) shall have the right (a “Put Right”) right, upon notice given to require Issuer prior to the Majority Shareholders termination of this Option and the Registered Holder’s exercise hereof, to purchase cause Issuer to repurchase all, but not less than all, of the shares of Andina stock owned by them (except as provided such Registered Holder’s right, title and interest in the next sentence) at the Put Price (calculated on Option. The purchase price payable to a per share basis) as determined in Section 5.1(b). For purposes of Registered Holder under this Section 5.1, 1E (the Shareholders agree that “Option Repurchase Price”) shall be the shares amount of Andina stock subject cash equal to the Put Right shall include only the Shares currently owned by the KO Shareholders and any additional shares of Andina capital stock acquired by the KO Shareholders through the exercise of their preemptive rights. The KO Shareholders shall give written notice to the Majority Shareholders of their intention to exercise their Put Right within 15 days after the date twenty percent (20%) 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: product obtained by multiplying (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 maximum number of shares of Series A Common Stock would receive upon purchasable by such Registered Holder under this Option and (ii) 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 determinedExercise Price. (ii) If The Registered Holder may exercise its right to require Issuer to repurchase the Shares to be purchase by the Majority Shareholders Option pursuant to the Put Right are shares of Series B Stockthis Section 1E by surrendering for such purpose to Issuer, the Put Price shall be the Market Value of such shares of Series B Stock. (c) If the KO Shareholders shall for purposes at its principal office, a copy of this Agreement consent accompanied by a written notice or notices stating that the Registered Holder elects to require Issuer to repurchase this Option in writing to a Put Eventaccordance with the provisions of this Section 1E. As promptly as practicable, and in any event within five (5) business days after the surrender of the Option and the receipt of such prior written consent notice relating thereto, Issuer shall be deemed deliver or cause to be a waiver of their Put Right for purposes delivered to the Registered Holder the Option Repurchase Price; provided that if the Registered Holder surrenders the Option and provides such notice prior to consummation of the transaction as to which written consent has been given; providedconstituting the Purchase Event, however, that such written consent Issuer shall not be deemed deliver or cause to be a waiver delivered to the Registered Holder the Option Repurchase Price upon consummation of their Put Right for purposes of any other transaction which might be deemed to constitute a Put such Purchase Event.