REGISTRATION RIGHTS AGREEMENT
Execution
Copy
THIS
REGISTRATION RIGHTS AGREEMENT, dated
as of 2 May 2005 (this "Agreement"), is
made by CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a corporation formed under the
laws of Bermuda (the "Company"), and
PPF (CYPRUS) LTD., a company formed under the laws of the Republic of Cyprus
(the "Purchaser").
W
I T N E S S E T H:
WHEREAS, the
Company, CME Media Enterprises B.V. (“CME
ME”) and
the Purchaser have entered into a Framework Agreement (the “Framework
Agreement”) on
December 13, 2004, providing for, among other things, the issuance by the
Company of 3,500,000 shares (the “Shares”) of
Class A common stock of the Company, $.08 par value per share (the “Common
Stock”).
WHEREAS,
pursuant to a Subscription Agreement, dated as of the date hereof, between the
Company and the Purchaser (the "Subscription
Agreement"), the
Company has agreed to issue to the Purchaser an aggregate of 3,500,000 Shares,
in accordance with the terms of the Subscription Agreement.
WHEREAS, to
induce the Purchaser to execute and deliver the Subscription Agreement, the
Company has agreed to provide to the Purchaser and its permitted assigns certain
registration rights under the Securities Act of 1933, as amended (the
"Securities
Act"), and
applicable state securities laws; and
WHEREAS, this
Agreement together with the Subscription Agreement are hereinafter collectively
referred to as the "Share
Transaction Documents".
NOW,
THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the Company and the Purchaser hereby agree as
follows:
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1. |
Definitions. |
As used
in this Agreement, the following terms shall have the following
meanings:
|
(a) |
"Claims"
shall have the meaning ascribed to it in Section
6(a). |
|
(b) |
"Holder"
or "Holders"
mean a holder or holders of Registrable
Securities. |
|
(c) |
"Indemnified
Person"
shall have the meaning ascribed to it in Section
6(a). |
(d)
"Registrable
Securities" shall
mean (i) the Shares; (ii) securities issued or issuable upon any stock split,
stock dividend, recapitalization or similar event with respect to such shares of
Common Stock; and (iii) any other security issued as a dividend or other
distribution with respect to, in exchange for, or in replacement of, the
securities referred to in the preceding clauses.
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(e) |
"Registration
Demand"
shall have the meaning ascribed to it in Section
2(a). |
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(f) |
"Registration
Period"
shall have the meaning ascribed to it in Section
2(c). |
(g)
"Registration
Statement" means a
registration statement or registration statements of the Company filed under the
Securities Act covering Registrable Securities.
(h)
"Register,"
"Registered" and
"Registration" refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and pursuant to Form S-3 under the Securities
Act, and the declaration or ordering of effectiveness of such registration
statement by the United States Securities and Exchange Commission (the
"SEC").
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(i) |
"Securities
Act"
shall mean the U.S. Securities Act of 1933, as
amended. |
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(j) |
"Violations"
shall have the meaning ascribed to it in Section
6(a). |
Capitalized
terms defined in the introductory paragraph or the recitals to this Agreement
shall have the respective meanings therein provided. Capitalized terms used
herein and not otherwise defined herein shall have the meanings set forth in the
Subscription Agreement.
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2. |
Mandatory
and Piggyback Registration. |
(a)
As set
forth below, the Purchaser shall have the right, except in respect of any
Registrable Securities that are subject to a CME Pledge (as defined in the
Framework Agreement) or in respect of which the Purchaser has submitted a
Substitution Notice (as defined in the Framework Agreement) to CME ME (but only
for so long as such Substitution Notice is pending), to require the Company to
register the resale of Registrable Securities by making a written request for
such registration (a "Registration
Demand"). The
Purchaser together with any permitted transferee may jointly (i) make one
Registration Demand during the period beginning on the first anniversary of the
Closing Date and ending on the 30th day
thereafter for the registration of up to 50% of all outstanding Registrable
Securities but not less than 30% of all outstanding Registrable Securities (the
"First
Demand"), (ii)
make one Registration Demand during the period beginning on the second
anniversary of the Closing Date and ending on the 30th day
thereafter for the registration of up to 100% of the Registrable Securities then
outstanding and not previously registered under the Securities Act but not less
than the number of Registrable Securities that represent 30% of the Shares (the
"Second
Demand"), and
(iii) in the event there are 1,000,000 or more Registrable Securities
outstanding and not previously registered under the Securities Act after the
Second Demand, make one Registration Demand during the period beginning on the
earlier of (x) the date falling six months after the completion of any sale
pursuant to the Second Demand and (y) the third anniversary of the Closing Date
and ending on the fourth anniversary of the Closing Date for the registration of
all but not less than all of such outstanding Registrable Securities (the
"Third
Demand"). The
Company shall prepare and file with the SEC not later than the 45th day
following each such Registration Demand a Registration Statement (or
Registration Statements, as necessary) on Form S-3 covering the resale of the
applicable number of outstanding Registrable Securities. The Company shall use
its commercially reasonable efforts to cause each Registration Statement to be
declared effective under the Securities Act as promptly as possible after the
filing thereof. In the event that Form S-3 is unavailable and/or inappropriate
for such a registration of the Registrable Securities, the Company shall use
such other form or forms as are available and appropriate for such a
registration. Notwithstanding anything herein to the contrary, the Company may
postpone for up to 45 days the filing or effectiveness of a Registration
Statement pursuant to a request under this section if the Company determines in
good faith that such registration would be reasonably expected to have an
adverse effect on any proposal or plan by the Company to engage in any
acquisition of assets, merger, consolidation, tender offer, financing or similar
transaction; provided that the
Company may not exercise this right more than once in any 12-month
period.
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(b) If at any
time beginning on the second anniversary of the Closing Date, (x) there are less
than 1,000,000 Registrable Securities outstanding and not previously registered
under the Securities Act, and (y) such Registrable Securities are not subject to
a CME Pledge (as defined in the Framework Agreement) or in respect of which the
Purchaser has not submitted a Substitution Notice to CME ME (as defined in the
Framework Agreement), and (z) the Company shall propose an underwritten
registration of shares of Common Stock for its own account other than a
registration statement filed on Form X-0, Xxxx X-0 or such other similar
successor forms then in effect under the Securities Act, or a registration
relating solely to a Securities Act Rule 145 transaction, the Company
will:
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(i) |
give
to the Purchaser written notice thereof at least thirty (30) days prior to
the filing of any registration statement relating thereto under the
Securities Act; |
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(ii) |
include
in such underwritten registration (and any related qualification under
blue sky laws or other compliance), all the Registrable Securities
specified in a written request or requests made within ten (10) business
days after receipt of such written notice from the Company by the
Purchaser. If the Purchaser decides not to include all of its Registrable
Securities in any underwritten registration thereafter filed by the
Company, such Purchaser shall nevertheless continue to have the right to
include any Registrable Securities in any subsequent registration
statement or registration statements as may be filed by the Company with
respect to underwritten offerings of its securities up until the fourth
anniversary following the Closing Date, all upon the terms and conditions
set forth herein; and |
|
(iii) |
advise
the Purchaser that the right of any Purchaser to registration pursuant to
Section 2(b) shall be conditioned upon such Purchaser’s participation in
such underwriting on the terms provided by the Company and entering into a
customary underwriting agreement with the underwriter(s) selected by the
Company, and the inclusion of Registrable Securities in the underwriting
to the extent provided herein. |
(c)
The
Company shall use its best efforts to keep each Registration Statement filed
pursuant to Section 2(a) effective at all times until the date on which all of
the Registrable Securities have been sold (the "Registration
Period").
(d)
All
offerings pursuant to a Registration Statement hereunder, shall be underwritten
offerings. The Company shall have the right to select an investment banker or
bankers and manager or managers to administer to the offering, which investment
banker or bankers or manager or managers shall be reasonably satisfactory to the
Purchaser, and the Purchaser shall enter into an underwriting agreement in
customary form with such underwriter as provided in Section
4(b).
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(e)
If the
Registrable Securities are registered for resale under the Securities Act, the
Purchaser shall cease any distribution of such shares under the Registration
Statement not more than twice in any 12-month period, for up to an aggregate of
60 days, upon the request of the Company if: (x) such distribution would require
the public disclosure of material non-public information concerning any
transaction or negotiations involving the Company or any of its affiliates that,
in the good faith judgment of the Company, would materially interfere with such
transaction or negotiations, (y) such distribution would otherwise require
premature disclosure of information that, in the good faith judgment of the
Company, would adversely affect or otherwise be detrimental to the Company or
(z) the Company proposes to file a registration statement under the Securities
Act for the offering and sale of securities for its own account in an
underwritten offering and the managing underwriter therefor shall advise the
Company that in its opinion the continued distribution of the Registrable
Securities would adversely affect the offering of the securities proposed to be
registered for the account of the Company. The Company shall promptly notify the
Purchaser at such time as (i) such transactions or negotiations have been
otherwise publicly disclosed or terminated, or (ii) such non-public information
has been publicly disclosed or counsel to the Company has determined that such
disclosure is not required due to subsequent events.
(f)
The
Company shall permit a single firm of counsel designated by the Purchaser to
review such Registration Statement, and all amendments and supplements thereto
(as well as all requests for acceleration or effectiveness thereof and any
correspondence between the Company and the SEC relating to the Registration
Statement) (collectively, the "Registration
Documents") a
reasonable period of time prior to their filing with the SEC. The sections of
such Registration Statement covering information with respect to the Purchaser,
the Purchaser’s beneficial ownership of securities of the Company or the
Purchaser intended method of disposition of Registrable Securities shall conform
to the information provided to the Company by the Purchaser.
(g)
If the
managing underwriter of an offering pursuant to Section 2(b) determines that
marketing factors require a limitation of the number of shares of Common Stock
to be underwritten, the managing underwriter may limit the number of Registrable
Securities and other securities (if any) to be distributed through such
underwriting. The Company shall so advise the Purchaser of such limitation and
the number of shares of Registrable Securities that may be included in the
registration. No such reduction shall reduce the securities being offered by the
Company for its own account to be included in the registration and underwriting.
(h)
The
Company shall have the right to terminate or withdraw any registration initiated
by it under Section 2(b) prior to the effectiveness of such registration,
whether or not the Purchaser has elected to include securities in such
registration.
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3. |
Obligations
of the Company. |
In
connection with the registration of the Registrable Securities, the Company
shall do each of the following:
(a)
Prepare
and file with the SEC the Registration Statements required by Section 2 of this
Agreement and such amendments (including post-effective amendments) and
supplements to the Registration Statements and the prospectuses used in
connection with the Registration Statements, as may be necessary to keep the
Registration Statements effective at all times during the Registration Period,
and, during the Registration Period, to comply with the provisions of the
Securities Act with respect to the disposition of all of the Registrable
Securities until such time as all of such Registrable Securities have been
disposed of;
(b)
The
Company shall promptly furnish, after such Registration Statements are prepared,
filed with the SEC, publicly disseminated and distributed and received by the
Company, to the Purchaser and its legal counsel, a copy of any such Registration
Statement, each preliminary prospectus, each final prospectus, and all
amendments and supplements thereto and such other documents as the Purchaser may
reasonably request in order to facilitate the disposition of its Registrable
Securities;
(c)
As soon
as practicable for the Company and its counsel, furnish to the Purchaser and its
counsel copies of all correspondence between the Company and the SEC with
respect to any Registration Statement or amendment or supplement thereto filed
pursuant to this Agreement;
(d) Use
commercially reasonable efforts to (i) register and qualify the Registrable
Securities covered by the Registration Statements under such other securities or
blue sky laws, if applicable, of such jurisdictions as the Purchaser may
reasonably request, (ii) prepare and file in those jurisdictions such amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all
times during the Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all
times during the Registration Period and (iv) take all other actions necessary
or advisable to qualify the Registrable Securities for sale in such
jurisdictions, except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it would not but for the requirements of this subsection
(d) be obligated to be so qualified, or to subject itself to taxation in any
such jurisdiction, or to consent to general service of process in any such
jurisdiction;
(e)
List such
securities on The Nasdaq National Market, if the Company’s securities are listed
on such market, and all the other national securities exchanges on which any
securities of the Company are then listed, and file any filings required by The
Nasdaq National Market and/or such other securities exchanges;
(f) Notify
the Purchaser and (if requested by the Purchaser) confirm such advice in
writing, (i) when or if the prospectus or any prospectus supplement or
post-effective amendment has been filed with the SEC, and, with respect to any
Registration Statement or any post-effective amendment, when the same has been
declared effective by the SEC, (ii) of any request by the SEC for amendments or
supplements to a Registration Statement or the prospectus or for additional
information, (iii) of the issuance by the SEC of any stop order suspending the
effectiveness of such Registration Statement or the initiation of any
proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Shares for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose, and (v) of the happening of any event as a
result of which the prospectus included in such Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing;
5
(g) If any
fact contemplated by clause (v) of paragraph (f), above, shall exist, promptly
prepare a supplement or post-effective amendment to the Registration Statement
or the related prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchaser of the Registrable Securities, the prospectus will not contain an
untrue statement of material fact or omit to state any material fact necessary
to make the statements therein not misleading;
(h)
At the
request of the Purchaser, to furnish on the effective date of the applicable
Registration Statement and on the date that Registrable Securities are delivered
to the underwriters for sale pursuant to such registration: (i) an opinion dated
such date of counsel representing the Company for the purposes of such
registration, addressed to the underwriters and to the Purchaser, stating that
such registration statement has become effective under the Securities Act and
that (A) to the best knowledge of such counsel, no stop order suspending the
effectiveness thereof has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Securities Act and (B)
the registration statement, the related prospectus and each amendment or
supplement thereof comply as to form in all material respects with the
requirements of the Securities Act (except that such counsel need not express
any opinion as to financial statements or other financial data contained
therein) and (ii) a letter dated such date from the Company’s independent public
accountants addressed to the underwriters and to the Purchaser, stating that
they are independent public accountants within the meaning of the Securities Act
and that, in the opinion of such accountants, the financial statements of the
Company included in the registration statement or the prospectus, or any
amendment or supplement thereof, comply as to form in all material respects with
the applicable accounting requirements of the Securities Act, and such letter
shall additionally cover such other financial matters (including information as
to the period ending no more than five business days prior to the date of such
letter) with respect to such registration as such underwriters may reasonably
request;
(i)
Cooperate
with the Purchaser to facilitate the timely preparation and delivery of
certificates for the Registrable Securities to be offered pursuant to the
Registration Statement and to enable such certificates for the Registrable
Securities to be in such denominations or amounts, as the case may be, as the
Purchaser may reasonably request, and registered in such names as the Purchaser
may request; and, within three business days after a Registration Statement
which includes Registrable Securities is ordered effective by the SEC, the
Company shall deliver, and shall cause legal counsel selected by the Company to
deliver, to the transfer agent for the Registrable Securities (with copies to
the Purchaser) an appropriate instruction and opinion of such
counsel;
6
(j)
Enter
into customary agreements (including underwriting agreements in customary form,
and including provisions with respect to indemnification and contribution in
customary form and consistent with the provisions relating to indemnification
and contribution contained herein) and take all other customary and appropriate
actions in order to expedite or facilitate the disposition of such Registrable
Securities and in connection therewith:
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(i) |
make
such representations and warranties to the Purchaser and the underwriters,
if any, in form, substance and scope as are customarily made by issuers to
underwriters in similar underwritten offerings;
and |
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(ii) |
deliver
such customary documents and certificates as may be reasonably requested
by the Purchaser whose Registrable Securities are being sold or by the
underwriters. |
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4. |
Obligations
of the Purchaser to Provide
Information. |
In
connection with the registration of the Registrable Securities, the Purchaser
shall do each of the following
(a) furnish
to the Company and the underwriter, such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it as shall be reasonably requested in writing by
the Company or an underwriter to effect the registration of such Registrable
Securities, and execute any and all such documents in connection with such
registration as the Company or an underwriter or the legal counsel of either may
reasonably request. At least ten business days prior to the first anticipated
filing date of the Registration Statement, the Company shall notify the
Purchaser in writing of the information the Company requires of the purchaser to
be included in the Registration Statement. The Purchaser shall give sufficient
notice to the Company before selling any Registrable Securities so that the
Company may prepare and file any necessary post-effective amendments to the
Registration Statement or such additional filings as shall be necessary or
desirable and
(b) enter
into customary agreements (including underwriting agreements in customary form,
and including provisions with respect to indemnification and contribution in
customary form and consistent with the provisions relating to indemnification
and contribution contained herein) and take all other customary and appropriate
actions in order to expedite or facilitate the disposition of such Registrable
Securities and in connection therewith:
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(i) |
make
such representations and warranties to the Company and the underwriters,
if any, in form, substance and scope as are customarily made by selling
shareholders to underwriters in similar underwritten offerings; and
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|
(ii) |
deliver
such customary documents and certificates as may be reasonably requested
by the Company or the underwriters. |
7
|
5. |
Expenses
of Registration. |
All
expenses and fees, other than Purchaser’s underwriting discounts or commissions
and its legal fees, incurred in connection with registrations, filings or
qualifications pursuant to Section 3, including, without limitation, all
registration, listing, and qualification fees, printing and accounting fees, and
the fees and disbursements of counsel and auditors for the Company shall be
borne by the Company.
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6. |
Indemnification.
|
In the
event any Registrable Securities are included in a Registration Statement under
this Agreement:
(a) The
Company will indemnify and hold harmless the Purchaser, its officers, directors,
members, partners and shareholders, and each person, if any, who controls the
purchaser within the meaning of the Securities Act or the Exchange Act (each, an
"Indemnified
Person"),
against any losses, claims, damages, liabilities or expenses (joint or several)
incurred (collectively, "Claims") to
which any of them may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any post-effective amendment thereof or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances in which they were made, not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission to state therein any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading, or (iii) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any state or foreign securities law or
any rule or regulation under the Securities Act, the Exchange Act or any state
or foreign securities law (the matters in foregoing clauses (i) through (iii)
being, collectively, "Violations"). The
Company shall, subject to the provisions of Section 6(b) below, reimburse the
Purchaser, promptly as such expenses are incurred and are due and payable, for
any reasonable legal fees for one counsel to the Purchaser and other reasonable
costs and expenses incurred by it in connection with the investigation or
defense of any such violation or Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a)
shall not (i) apply to any Claim arising out of or based upon reliance upon
information furnished in writing to the Company by or on behalf of any
Indemnified Person for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto; (ii)
with respect to any preliminary prospectus, inure to the benefit of any such
person from whom the person asserting any such Claim purchased the Registrable
Securities that are the subject thereof (or to the benefit of any person
controlling such person) if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected in the final prospectus,
as then amended or supplemented, if such final prospectus was timely made
available by the Company pursuant to Section 3(b) hereof; (iii) be available to
the extent that such Claim is based upon a failure of the purchaser to deliver
or to cause to be delivered the prospectus made available by the Company, if
such prospectus was timely made available by the Company pursuant to Section
3(b) hereof; or (iv) apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities
by the Purchaser pursuant to Section 9.
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(b)
The
Purchaser will indemnify the Company and its officers and directors against any
Claims arising out of or based upon a Violation which occurs in reliance upon
information furnished in writing to the Company, by or on behalf of the
Purchaser, for use in connection with the preparation of the Registration
Statement (including any modifications, amendments or supplements thereto),
subject to such limitations and conditions as are applicable to the
indemnification provided by the Company in this Section 6; provided, however,
that in no event shall any indemnity by the Purchaser under this Section 6
exceed the amount of the net proceeds received by the Purchaser in connection
with the offering effected through such Registration Statement.
(c)
Promptly
after receipt by an Indemnified Person under this Section 6 of notice of the
commencement of any action (including any governmental action), such Indemnified
Person shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and to the extent that the indemnifying party
so desires, jointly with any other indemnifying party similarly notified, to
assume control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person, provided, however, that an
Indemnified Person shall have the right to retain its own counsel with the
reasonable fees and expenses to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person and the indemnifying
party would be inappropriate due to actual or potential differing interests
between such Indemnified Person and any other party represented by such counsel
in such proceeding. In such event, the Company shall pay for only one legal
counsel for the Purchaser, and such legal counsel shall be selected by the
Purchaser. The failure to deliver written notice to an indemnifying party within
a reasonable time after the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnified Person under this
Section 6, except to the extent that the indemnifying party is materially
prejudiced in its ability to such action. The indemnification required by this
Section 6 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as such expense, loss, damage or
liability is incurred and is due and payable.
(d)
No
indemnifying party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Person
of an unconditional and irrevocable release from all liability in respect of
such claim or litigation.
(e)
Notwithstanding
the foregoing, to the extent that any provisions relating to indemnification or
contribution contained in the underwriting agreements entered into among the
Company, the underwriters and the purchaser in connection with the underwritten
public offering are in conflict with the foregoing provisions, the provisions in
such underwriting agreements shall be controlling as to the Registrable
Securities included in the public offering.
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|
7. |
Contribution.
|
To the
extent any indemnification by an indemnifying party is prohibited or limited
under applicable law, the indemnifying party agrees to contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage, liability or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and the Indemnified
Person on the other hand in connection with the statements or omissions which
resulted in such Claim, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and the Indemnified Person shall be
determined by reference to, among other things, whether the untrue statement of
a material fact or the omission to state a material fact on which such Claim is
based relates to information supplied by the indemnifying party or by the
Indemnified Person, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Notwithstanding the forgoing, (a) no contribution shall be made under
circumstances where the payor would not have been liable for indemnification
under the fault standards set forth in Section 6, (b) no seller of Registrable
Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any seller
of Registrable Securities who was not guilty of such fraudulent
misrepresentation and (c) contribution by any seller of Registrable Securities
shall be limited in amount to the net proceeds received by such seller from the
sale of such Registrable Securities. The Company and the Purchaser agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata
allocation (even if the Purchaser and any other party were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in this
Section.
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8. |
Reports
Under Exchange Act. |
The
Company agrees to file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act.
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9. |
Assignment
of the Registration Rights. |
The
rights to have the Company register Registrable Securities pursuant to this
Agreement shall be automatically assigned by the Purchaser to any permitted
transferee of the Registrable Securities pursuant to Section 4(a) of the
Subscription Agreement if: (a) the Purchaser agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement is
furnished to the Company within a reasonable time after such assignment; (b) the
Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of the name and address of such transferee or
assignee; (c) at or before the time the Company receives the written notice
contemplated by clause (b) of this sentence, the transferee or assignee agrees
in writing to be bound by all of the provisions contained herein; and (d) the
transfer of the relevant Registrable Securities complies with the restrictions
set forth in Section 4 of the Subscription Agreement.
10
|
10. |
Amendment
of Registration Rights. |
Any
provision of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Purchaser.
Any amendment or waiver effected in accordance with this Section 10 shall be
binding upon the Purchaser and the Company.
|
11. |
Termination
of Registration Rights. |
The
obligations of the Company and the Purchaser under this Agreement shall
terminate on the earlier of (i) the sale of all of the Registrable Securities
pursuant to an effective Registration Statement and (ii) the fourth anniversary
of the Closing Date.
|
12. |
Agreement
of Purchaser. |
(a)
In
consideration for the Company agreeing to its obligations under this Agreement,
the Purchaser and each transferee pursuant to Section 9 hereof agrees, in
connection with a registration of Common Stock by the Company under the
Securities Act in accordance with Section 2 hereof, not to sell (including
pursuant to a Registration Statement under Section 2(a) hereof), make any short
sale of, loan, grant any option for the purchase of, or otherwise dispose of,
any securities of the Company (other than those included in the subject
registration) without the prior written consent of the Company and, if such
registration is underwritten, of such underwriters, as the case may be, for such
period of time (not to exceed 120 days from the effective date of such
registration) as may be requested by the Company or such managing
underwriters.
(b)
In order
to enforce Section 12(a) hereof, the Company may impose stop-transfer
instructions with respect to the shares or securities of every person subject to
such restriction until the end of such period. Each holder of Registrable
Securities agrees that, if so requested, such holder will execute an agreement
in the form provided by the underwriter containing terms which are generally
consistent with the provisions of this Section 12.
|
13. |
Miscellaneous. |
(a)
A person
or entity is deemed to be a holder of Registrable Securities whenever such
person or entity owns of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more persons
or entities with respect to the same Registrable Securities, the Company shall
act upon the basis of the instructions, notice or election received from the
registered owner of such Registrable Securities.
(b)
Any
notice required or permitted hereunder shall be given in writing (unless
otherwise specified herein) and shall be effective upon personal delivery, via
facsimile (upon receipt of confirmation of error-free transmission) or two
business days following deposit of such notice with an internationally
recognized courier service, with postage prepaid and addressed to each of the
other parties thereunto entitled at (i) the address set forth below or (ii) at
such other addresses as a party may designate by ten days advance written notice
to each of the other parties hereto.
11
|
Company:
|
Central
European Media Enterprises, Ltd. |
|
8th
Floor, Aldwych House | |
|
00-00
Xxxxxxx, Xxxxxx | |
|
XX0X
0XX, XXXXXXX | |
|
ATTENTION:
General Counsel | |
|
Tel:
x00-00-0000-0000 | |
|
Fax:
x00-00-0000-0000 | |
|
with
a copy to: | |
|
Xxxxxx
Xxxxxx Xxxxx Xxxxxxxx | |
|
000
Xxxxxxx Xxxxxx | |
|
Xxx
Xxxx, XX 00000 | |
|
ATTENTION:
Xxxxxx X. Xxxx, Esq. | |
|
Tel:
x0-000-000-0000 | |
|
Fax:
x0-000-000-0000 | |
|
Purchaser:
|
PPF
(CYPRUS) LIMITED |
|
Arc.
Makariou III, 0-0 | |
|
Xxxxxxx
Xxxxxx, 0xx Xxxxx, | |
|
XX
0000, Xxxxxxx, Xxxxxx | |
|
ATTENTION:
Xxxxxxxx Xxxxxx | |
|
Tel:
x000 00 00 00 00 | |
|
Fax:
x000 00 00 00 00 | |
|
with
a copy to: | |
|
PPF
CONSULTING a.s. | |
|
Xx
Xxxxxxxx 0000/000 | |
|
000
00 Xxxxx 4 - Pankrác | |
|
Czech
Republic | |
|
ATTENTION:
Xxxxx Xxxxxxxxxx | |
|
Tel:
x000 000 000 000 | |
|
Fax:
x000 000 000 000 |
(c)
Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.
(d)
This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of New York, without giving effect to conflicts of laws issues. Each
of the parties agrees to the jurisdiction of the federal courts whose districts
encompass any part of the City of New York or the state courts of the State of
New York sitting in the City of New York in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent permitted by law,
any objection, including any objection based on forum non
conveniens, to the
bringing of any such proceeding in such jurisdictions. This Agreement may be
signed in two or more counterparts, each of which shall be deemed an original.
The headings of this Agreement are for convenience of reference and shall not
form part of, or affect the interpretation of, this Agreement. If any provision
of this Agreement shall be invalid or unenforceable in any jurisdiction, such
validity or unenforceability shall not affect the validity or enforceability of
the remainder of this Agreement or the validity or enforceability of this
Agreement in any other jurisdiction. Subject to the provisions of Section 10
hereof, this Agreement may be amended only by an instrument in writing signed by
the party to be charged with enforcement.
12
(e) This
Agreement, together with the other Share Transaction Documents, constitutes the
entire agreement among the parties hereto with respect to the subject matter
hereof. This Agreement supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof.
(f)
Subject
to the requirements of Section 9 hereof, this Agreement shall inure for the
benefit of and be binding upon the successors and assigns of each of the parties
hereto.
(g) All
pronouns and any variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require.
THE
REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK, THE EXECUTION PAGE
FOLLOWS.
13
IN
WITNESS WHEREOF, this
Registration Rights Agreement has been duly executed by the undersigned as of
the date set forth above.
|
By: |
/s/ Xxx Sljivi | |
|
Name:
Xxx Xxxxxxx | ||
|
Title:
Authorised signatory | ||
| PPF (CYPRUS) LTD. | ||
|
By: |
/s/ Xxxxxxxx Xxxxxx | |
|
Name:
Xxxxxxxx Xxxxxx | ||
|
Title:
Director | ||
14
