COCA-COLA PLAZA ATLANTA, GEORGIA

J. ALEXANDER M. DOUGLAS, JR.

PRESIDENT

COCA-COLA NORTH AMERICA

P. O. BOX 1734

ATLANTA, GA 30301

404 ###-###-####

FAX ###-###-####

As used herein “RMA” means each Initial Regional Manufacturing Agreement executed in connection with the Transaction and each Initial Regional Manufacturing Agreement and Regional Manufacturing Agreement entered into between the parties or their affiliates on or after the date of this Letter Agreement, as any of such agreements may be amended or restated from time to time. This Letter Agreement will apply to each RMA or amended RMA entered into by Bottler and Company, including those entered into prior to the date of this Letter Agreement. Capitalized terms used, but not defined, in this Letter Agreement have the meaning specified in the RMA, unless otherwise noted.

To support and enable [***], and to strengthen the competitiveness of the Coca-Cola finished goods production system, Company, acting by and through its Coca-Cola North America division (“CCNA”), will, on or before January 1, 2017, unilaterally establish and operate an exchange process (“CCNA Exchange”) that will provide [***] for each SKU (as defined in Bottler’s Comprehensive Beverage Agreement(s)) of Authorized Covered Beverages sold [***] in accordance with the RMA.

Among other things, in establishing and operating the CCNA Exchange, CCNA will:

Develop and unilaterally establish [***] for each SKU of Authorized Covered Beverages sold [***], as provided in the RMA;

Develop and unilaterally establish [***] for each SKU of Authorized Covered Beverages as provided in the RMA;

Obtain from the NPSG, [***];

For calendar year 2016, calculate (i) the net revenue received by Bottler on sales of Authorized Covered Beverages to U.S. Coca-Cola Bottlers as provided in Initial Regional Manufacturing Agreement Section 4.1.1 and (ii) the aggregate amount of [***]. If the amount calculated under Section 3(d)(i) hereof is less than the amount calculated under Section 3(d)(ii) hereof, Company will through the CCNA Exchange, reimburse Bottler for the difference within a reasonable period of time following the end of calendar year 2016. If the amount calculated under Section 3(d)(i) hereof is greater than the amount calculated under Section 3(d)(ii) hereof, Bottler will, through the CCNA Exchange, reimburse Company for the difference within a reasonable period of time following the end of calendar year 2016.

For calendar year 2017, calculate (i) the net revenue received by Bottler on sales of Authorized Covered Beverages to other RPBs as provided in Initial Regional Manufacturing Agreement Section 4.1.2.1, and to EPBs and PBs as provided in Initial Regional Manufacturing Agreement Section 4.1.3.1 and (ii) the aggregate amount of [***]. If the amount calculated under Section 3(e)(i) hereof is less than the amount calculated under Section 3(e)(ii) hereof, Company will, through the CCNA Exchange, reimburse Bottler for the difference within a reasonable period of time following the end of calendar year 2017. If the amount calculated under Section 3(e)(i) hereof is greater than the amount calculated under Section 3(e)(ii) hereof, will, through the CCNA Exchange, reimburse Company for the difference within a reasonable period of time following the end of calendar year 2017.

Beginning January 1, 2018, (i) calculate the sum of [***]; and (ii) for each SKU of Authorized Covered Beverages sold by Bottler to EPBs and PBs, calculate [***].

For each SKU where the sum of [***] is greater than [***] charged by Bottler to EPBs and PBs in accordance with the RMA, CCNA will, through the CCNA Exchange, reimburse Bottler for the difference within a reasonable period of time; and

For each SKU where the sum of [***] is less than [***] charged by Bottler to EPBs and PBs in accordance with the RMA, Bottler will reimburse CCNA, through the CCNA Exchange, for the difference within a reasonable period of time.

Upon Company’s request, Bottler will provide to Company such information necessary to allow Company and Bottler to perform the actions described in this Letter Agreement. Company will hold such Financial Information in accordance with the confidentiality provisions of RMA Section 39 and will not use such information for any purpose other than to perform the actions described in this Letter Agreement.

Company and Bottler acknowledge that further refinements to the CCNA Exchange may be needed to support and enable [***] and to strengthen the competitiveness of the Coca-Cola finished goods production system. Company and Bottler anticipate that any such refinements would be made as soon as reasonably practicable, and that the form of Regional Manufacturing Agreement attached as Schedule 9.4 of each Initial Regional Manufacturing Agreement executed by Bottler would thereafter be modified to include Sections 2 through 4 of this Letter Agreement, as modified or supplemented to reflect any mutually agreed refinements to the description of the CCNA Exchange.

/s/ James E. Harris