REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2010 • Central European Media Enterprises LTD • Television broadcasting stations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 18, 2009, by and between Central European Media Enterprises Ltd., a Bermuda company (the “Company”) and Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (“TW”). Certain capitalized terms used in this Agreement are defined in Section 2 hereof.
ContractWarrant Agreement • February 24th, 2010 • Central European Media Enterprises LTD • Television broadcasting stations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OTHER THAN PURSUANT TO SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL SATISFACTORY TO CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. FURTHERMORE, THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN THE SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY MEDIA PRO MANAGEMENT S.A. AND MEDIA PRO B.V. DATED AS OF DECEMBER 9, 2009. ANY TRANSFER OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON ITS EXERCISE THAT CONTRAVENES SUCH RESTRICTIONS SHALL BE NULL AND VOID.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 24th, 2010 • Central European Media Enterprises LTD • Television broadcasting stations • New York
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of May 18, 2009, by and among Central European Media Enterprises Ltd., a Bermuda company (the “Company”), Ronald S. Lauder, RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”), RSL Investment LLC, a Delaware limited liability company (“RSL CME GP”), RSL Investments Corporation, a Delaware corporation (“RSL CME LP” and, together with Ronald S. Lauder, RSL Savannah, RSL CME GP and the RSL Permitted Transferees (as defined herein), the “RSL Investors”), Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (“TW” and, together with the TW Permitted Transferees (as defined herein), the “TW Investors”), and any other subsequent parties to this Agreement upon such Party’s execution of a joinder to this Agreement in the form annexed hereto as Exhibit A. The Company, the RSL Investors and the TW Investors, together with any subsequent par
CME PRODUCTION B.V. and CME ROMANIA B.V. and MEDIA PRO MANAGEMENT S.A. and MEDIAPRO B.V. and ADRIAN SARBU DEED OF AMENDMENT TO A FRAMEWORK AGREEMENT, DATED 27 JULY 2009Framework Agreement • February 24th, 2010 • Central European Media Enterprises LTD • Television broadcasting stations
subject to the Ownership Interests set out in this Clause 4.6.3 being amended pursuant to the capitalization of the Converted Shareholder Loans as contemplated in Clause 3.1.14 of this Agreement;
SUBSCRIPTION AGREEMENTSubscription Agreement • February 24th, 2010 • Central European Media Enterprises LTD • Television broadcasting stations • New York
THIS SUBSCRIPTION AGREEMENT, dated as of December 9, 2009 (this “Agreement”), is entered into by and among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a Bermuda company (the “Company”), MEDIA PRO MANAGEMENT S.A., a joint stock company organized under the laws of Romania (“Media Pro Management”), and MEDIA PRO B.V., a company organized under the laws of the Netherlands (“MP BV,” and together with Media Pro Management, the “Subscribers”). The Company, Media Pro Management and MP BV are referred to collectively herein as the “Parties.” Each capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Framework Agreement, dated July 27, 2009 among Media Pro Management, MP BV, CME Romania B.V., a company organized under the laws of the Netherlands ("CME Romania"), CME Production B.V., a company organized under the laws of the Netherlands ("CME Production"), and Adrian Sarbu.
DATED June 19, 2009Contract of Employment • February 24th, 2010 • Central European Media Enterprises LTD • Television broadcasting stations
Name and Address of Employer: CME Media Services Limited, 5 Fleet Place, London EC4M 7RD, United Kingdom (the “Company”) Name and Address of Employee: Dave Sturgeon [address redacted] Date this Contract takes effect: July 1, 2009
ContractTermination Agreement • February 24th, 2010 • Central European Media Enterprises LTD • Television broadcasting stations
HARLEY TRADING LIMITED IGOR VALERYEVICH KOLOMOISKY CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. CME CYPRUS HOLDING II LIMITEDShare Purchase Agreement • February 24th, 2010 • Central European Media Enterprises LTD • Television broadcasting stations
Clause Page 1. Definitions and Interpretation 2 2. Sale and Purchase 10 3. Warranties 15 4. Certain Covenants 15 5. Termination; Termination Amount 21 6. Indemnities and Liabilities 22 7. Controlling Parties; Guarantee 25 8. Confidentiality 27 9. Assignment 28 10. Miscellaneous 28 11. Governing Law and Arbitration 30
