FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2009, by and between Central European Media Enterprises Ltd., a Bermuda company (the “Company”) and TW Media Holdings LLC, a Delaware limited liability company (“TW”). Certain capitalized terms used in this Agreement are defined in Section 2 hereof.
Reference is made to that certain Form of Investor Rights Agreement, attached hereto as Exhibit A (the “Investor Rights Agreement”), to be entered into by Central European Media Enterprises Ltd., a Bermuda company (the “Company”), RSL Savannah LLC, a...Investor Rights Agreement • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations • New York
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 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”), TW Media Holdings LLC, a Delaware limited liability company (“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 parties hereto, are sometimes referred to herein individually by name or as a
SUBSCRIPTION AGREEMENT BY AND BETWEEN CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. AND TW MEDIA HOLDINGS LLC DATED AS OF MARCH 22, 2009Subscription Agreement • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations • New York
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 22, 2009 (the “Effective Date”), by and between TW Media Holdings LLC, a Delaware limited liability company (“Subscriber”), and Central European Media Enterprises Ltd., a Bermuda company (the “Company”). Each capitalized term used in this Agreement without definition has the meaning set forth in Section 7.1.
Ronald S. Lauder New York, NY 10153 RSL Savannah LLC c/o Ronald S. Lauder New York, NY 10153Indemnity Letter • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations • New York
Reference is made to (i) that certain Form of Investor Rights Agreement, attached hereto as Exhibit A (the “Investor Rights Agreement”), to be entered into by Central European Media Enterprises Ltd., a Bermuda company (the “Company”), Ronald S. Lauder (“RSL”), RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”), RSL Investment LLC, a Delaware limited liability company, RSL Investments Corporation, a Delaware corporation, TW Media Holdings LLC, a Delaware limited liability company (“TW”), (ii) that certain Form of Irrevocable Voting Deed and Corporate Representative Appointment, attached hereto as Exhibit B (the “Voting Deed”) to be entered into by the Company, RSL, RSL Savannah and TW, (iii) the Subscription Agreement (the “Subscription Agreement”), dated March 22, 2009, by the Company and TW, (iv) that certain Form of Registration Rights Agreement, attached hereto as Exhibit C (the “Registration Rights Agreement”) to be entered into by the Company and TW and (v) th
Joint Filing AgreementJoint Filing Agreement • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
FORM OF IRREVOCABLE VOTING DEED AND CORPORATE REPRESENTATIVE APPOINTMENTIrrevocable Voting Deed and Corporate Representative Appointment • March 26th, 2009 • Lauder Ronald S • Television broadcasting stations
This IRREVOCABLE VOTING DEED AND CORPORATE REPRESENTATIVE APPOINTMENT (this “Deed”) is made on [•], 2009, by and among (1) RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”) (RSL Savannah together with all RSL Permitted Transferees (including Ronald S. Lauder (“RSL”)) and their respective successors, permitted assigns, heirs and legal representatives are herein referred to as the “RSL Investors”), (2) TW Media Holdings LLC, a Delaware limited liability company (“TW”) (TW together with all TW Permitted Transferees and their respective successors, permitted assigns, heirs and legal representatives are herein referred to as the “TW Investors”) and (3) Central European Media Enterprises Ltd., a Bermuda company (the “Company”). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Investor Rights Agreement, dated as of the date hereof, by and among RSL, RSL Savannah, RSL Investment LLC, a Delaware limited liabili
